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HomeMy WebLinkAboutD- 8 Agrmt for completion of Public Impr 54057-22APPROVED COUNCIL MEETING Date, (I I Z 1I + CONSENT ITEM D-8 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, PUBLIC WORKS DIRECTOR/ASSISTANT CITY MANAGER VIA: JAMES MAKSHANOFF, CITY MANAGER DATE: JUNE 2, 2014 SUBJECT: FINAL TRACT MAPS NO. 54057-21 AND NO. 54057-22, AZALEA RECOMMENDED ACTION. It is recommended that the City Council acts and finds as follows: 1. The City Council hereby finds that this project complies with the General Plan and is consistent with the approved tentative map and any amendments thereto. 2. The City Council hereby finds that this project will not violate any of the provisions of Sections 66473.5, 66474. 1, and 66474.6 of the Subdivision Map Act. 3. Final Tract Maps No. 54057-21 and 22 are hereby approved and the dedications as offered on the maps are hereby accepted. 4. The City Council approves and authorizes the Mayor to accept the Monument Bond for Tract 54057-21 in the amount of $4,300 as guaranteed by Philadelphia Indemnity Insurance Company, to ensure the placement of monuments on the Tract Boundary. 5. The City Council approves and authorizes the Mayor to execute the attached AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS FOR Tract No. 54057-22 to construct the required public improvements and also accept the attached Faithful Performance Bond No. PB03010401341 in the amount of $380,168, the attached Labor and Materials Bond for $380,168, and the attached Monument Bond in the amount of $8,000, all as guaranteed by Philadelphia Indemnity Insurance Company. 6. That pursuant to Section 66436(a)(3)(A)(i-vii) of the Subdivision Map Act, the City Council hereby finds that the development of the property, in the manner set forth on the subject division of land, will not unreasonably interfere with the free and complete exercise of the easements held by Azusa Water Development and Irrigation Company, Monrovia Nursery Company, Azusa Valley Water company, and North Rosedale Community Association, a California Nonprofit Mutual Benefit Corporation, and accepts the maps without the signatures of said easement holders. 7. The City Clerk is hereby authorized to endorse on the face of the map the certificate that embodies the approval of said map and acceptance of dedications. BACKGROUND These Final Maps are necessary for the construction of one of Rosedale's newest neighborhoods known as Azalea, which is comprised of two areas, one being located just south of the Botanika neighborhood and west of Alisal Park, and the other north of the Botanika neighborhood generally east of Citrus Grove Park. The design review will be submitted in the near future for Planning Commission approval by the home builder Christopher Development Group. The final subdivision maps are designated Tract 54057-21 and Tract 54057-22 and are in the Park 4000 and 5000 Neighborhood of Rosedale. The subdivision maps are being processed by the master developer Rosedale Land Partners II, LLC, a Delaware limited liability company, and the Civil Engineer is Walden and Associates. The Applicant has submitted the checked Final Maps, the Public Improvement agreements, posted necessary bonds, and paid the applicable fees. Tracts 54057-21 and 22 have been checked by the Designated City Engineer for mathematical accuracy, survey analysis, title information, compliance with the State Subdivision Map Act, compliance with the City's Subdivision Ordinance, and compliance with the applicable conditions of approval. Attached is the agreement for the Completion of Public Improvements for Tract No. 54057-22 to construct the required public improvements, a Faithful Performance Bond in the amount of $380,168, and a Labor and Materials Bond for $380,168, as guaranteed by Philadelphia Indemnity Insurance Company. Monument bonds in the amounts of $4,300 for Tract 54057-21, and $8,000 for Tract 54057-22 are also attached. No Performance bond and Labor and Materials bond are necessary for Tract 54057-21, because it is served directly by the backbone street system, which already has the necessary bonds. Moreover, there are no additional public improvements contemplated for this tract. With the technical review having been completed, and the subdivision maps 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. 2 This page is part of your document - DO NOT DISCARD AW 20149599147 0011h k If 111 ILII II I IIiIIII�IIlllll lllll IIID IIIII ILII ILII Ilii IIII `'0 33 Recorded/Filed in Official Records k Recorder's Office, Los Angeles County, California �RIFaR�t~ 06/10/14 AT 11:28AM FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 IIIIYInIIIII��nIIUIVVII�IIIIIIIIIIN�IIIII�IIIVIIIV�RIIIIIIIIIVINIIIIYnII LEADSHEET �I�IIIIIII�II�III�NIII�IIIIIIIIIIIVIIIIIIYI�IIII�IIVIV�hl011 201406102880099 00009261015 imu��WnnenHu 006228614 SEQ: 03 IINYI�MIIYYI�IV���IN�VYnN�E� - 1111111111111 IItlI�II�OYIAANNIIIlAIN111 - RECORDING REQUESTED BY f E 6110 2014 WHEN RECORDED MAIL TO Jeffrey Lawrence Cornejo, Jr. '213740 9f47" 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. 54057-21 between the City of Azusa and Rosedale Land Partners II, LLC RECORDING REQUESTED BY: WHEN RECORDED RETURN TO: CITY OF AZUSA 213 E. Foothill Boulevard PO Box 1395 Azusa, CA 91702-1395 ATTN: City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S USE xem ] from recording fe:r. Vg_ Q:m!grnn]ent Code Section 6103 T CITY OF AZUSA, CALIFORNIA By - City e3• AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT NO. 54057-21 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 S AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT MAP NO. 54057-21 I. PARTIES AND DATE. This Agreement for the Completion of Public Improvements ("Agreement") is entered into as of this 4ch day of March, 2014 by and between the City of Azusa, a California municipal corporation ("City") and Rosedale Land Partners II, LLC, a Delaware limited liability company with its principal office located at 23 Corporate Plaza Drive, Suite 246, Newport Beach, CA 92660 ("Developer"). City and Developer are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." II. RECITALS. A. Developer has heretofore submitted to City an application for approval of a tract map for real property located within City, a legal description of which is attached hereto as Exhibit "A" ("Property"), and which is identified in City records Tract Map No. 54057-21. B. Developer's application for a tentative tract map for Tentative Tract No. 54057 was conditionally approved by the City Council on February 3, 2003. C. Developer has not completed all of the work or made all of the public improvements required by Chapter 66, Article V of the Azusa Municipal Code, the Subdivision Map Act (Government Code sections 66410 et seq.), the conditions of approval for Tract No. 54057-21 or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land. D. Pursuant to Section 66-4650) and the applicable provisions of the Map Act, Developer and City enter into this Agreement for the timely construction and completion of the public improvements and the furnishing of the security therefor, acceptable to the City Engineer and City Attorney, for Tract No. 54057-21. 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. 54057-21. III. TERMS. 1.0 Effectiveness. This Agreement shall not be effective unless and until all three of the following conditions are satisfied: (a) Developer provides City with security of the type and in the amounts required by this Agreement; (b) Developer executes and records this Agreement in the Recorder's Office of the County of Los Angeles; (c) the City Council of the City ("City Council") approves the final map for Tract No. 54057-21 and (d) Developer records the final map for Tract No. 54057-21 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 ORAN GEWMARTINEZ03457. 12 i� need. of further action by either City or Developer, and Developer may not thereafter record the final map for Parcel/Tract No. 54057-21. 2.0 Public Improvements. Developer shall construct or have constructed at its own cost, expense, and liability all improvements required by City as part of the approval of Parcel/Tract No. 54057-21, 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. 54057-21 ("Public Improvements"). The Public Improvements are more specifically described in Exhibit "B," which is attached hereto and incorporated herein by this reference. Construction of the Public Improvements shall include any transitions and/or other incidental work deemed necessary for drainage or public safety. The Developer shall be responsible for the replacement, relocation, or removal of any component of any irrigation water system in conflict with the construction or installation of the Public Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of the City Engineer and the owner of such water system. Developer further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary or required by City to fully and adequately complete the Public Improvements. 2.1 Prior Partial Construction of Public Improvements. Where construction of any Public Improvements has been partially completed prior to this Agreement, Developer agrees to complete such Public Improvements or assure their completion in accordance with this Agreement. 2.2 Permits; Notices: Utility Statements. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Developer's obligations under this Agreement. Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer. Prior to commencing any work, Developer shall file a written statement with the City Clerk and the City Engineer, signed by Developer and each utility which will provide utility service to the Property, attesting that Developer has made all deposits legally required by the utility for the extension and provision of utility service to the Property. 2.3 Pre -approval of Plans and Specifications. Developer is prohibited from commencing work on any Public Improvement until all plans and specifications for such Public Improvement have been submitted to and approved by the City Engineer, or his or her designee. Approval by the City Engineer shall not relieve Developer from ensuring that all Public Improvements conform with all other requirements and standards set forth in this Agreement. 2.4 Quality of Work, Compliance With Laws and Codes. The construction plans and specifications for the Public Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other ORANGE\MMARTINEZ\33457. ] 3 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\MMARTNEZ\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. 54057-21. 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 sed. 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- 21 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. 54057-21 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\MMART W EZ\33457. 15 any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as established by City relative to Tract No. 54057-21. 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. 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. ] 6 Iq 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. 54057-21 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 F, � v 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. 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 sec . 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 Zero Dollars ($0.00), which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The City Council may, in its sole and absolute discretion and upon recommendation of the City Engineer, partially release a portion or portions of the security provided under this section as the Public Improvements are accepted by City, provided that Developer is not in default on any provision of this Agreement or condition of approval for Tract No. 54057-21, and the total remaining security is not less than twenty-five percent (25%) of the Estimated Costs. All security provided under this section shall be released at the end of the Warranty period, or any extension thereof as provided in Section 12 of this Agreement, provided that Developer is not in default on any provision of this Agreement or condition of approval for Parcel/Tract No. 54057-21. 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 Zero Dollars ($0.00), 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:VIH, 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 ORANGEWMARTINEZ03457. ] 8 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. 54057-21 in compliance with the applicable provisions of City's Municipal and/or Development Code ("Subdivision Monuments"), Developer shall deposit cash, a letter of credit or other reasonably acceptable security with City in the amount of Four Thousand Three Hundred Dollars ($4,300.00), which sum shall not be less than one hundred percent (100%) of the costs of setting the Subdivision Monuments as determined by the City Engineer. Said deposit may be released by written authorization of the City Engineer after all required Subdivision Monuments are accepted by the City Engineer, City has received written acknowledgment of payment in full from the engineer or surveyor who set the Subdivision Monuments, and provided Developer is not in default of any provision of this Agreement or condition of approval for Tract No. 54057-21. 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\MMARTIN EZ\33457.1 9 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; Arriounts. 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 Liabili . 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. ] 10 17.4 Primary Insurance; Waiver of Subra ate. 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 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 Advertisiin. 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. 54057-21, 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\MMART W EZ\33457. 11 I °j 20.3 Construction; References; Cations. 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: City of Azusa P.O. Box 1395 213 E. Foothill Blvd. Azusa, Ca. 91702 Attn: City Manager DEVELOPER: Rosedale Land Partners II, LLC 23 Corporate 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 o1- 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. ORANGE\MMARTI19EZ\33457. 1 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 Panty_ 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 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\MM ARTINEZ\33457. 113 CITY OF AZUSA By. �f C • (signature) (print name) City Manager City of Azusa ATTEST: ROSEDALE LAND PARTNERS II, LLC a Delaware limited liability company By: CDG ROSEDALE INVESTMENT, LLC A Delaware limited liability company Its Administrative Member By: (signature) C -lb" '01Lok &C"s (print name) 'pmt ovw-r- (title) By. r — By: gnature) ! f f� Lquf rEC�+ �C F1te' tr print name) City Clerk City of Azusa (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 (signature) (print name) cl�76 BUSINESS ENTITY. ORANGE\MMARTINEZ\33457. 114 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of LS P, of's On S LI h..e 3 aV I q before me, - U ( YL c, k k e -z , ate Mere Insert Name and Title o1 the Of :et personally appeared Kama{s) of Sic gnerr;si J. V. HERNANDEZ Commission # 1998874 o� Notary Public - California Z ° Los Angeles County a My Comm. Expires Nov 22, 201 who proved to me on the basis of satisfactory evidence to be the person,(.&) whose name.(&) is/.x-@ subscribed to the within instrument and acknowledged to me that he/sfey executed the same in his/leer authorized capacity(ies), and that by his/heat#eir signatureo on the instrument the person(&), or the entity upon behalf of which the person( acted, executed the instrument. 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 �( /J - Signalura of Notary Public f • • 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:t 1 Document Date:.._i� Signer(s) Other Than Named Above: Capacity(Um) Claimed by Signer{* Signer's Name: �J C_ k1ke W % f'iu Slt u �!f ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator E'Other:i1 t 6 g ✓ it �� Signer Is Representing: Number of Pages: .36 Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ Ger ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Qo servator ❑ Other: Is Representing: 0 2010 National Notary Association • National Notary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 ACKNOWLEDGMENT CAPACITY CLAIMED BY SIGNER: — Individual(s) -- Corporate Officer(s) — Partner(s) — Attorney -in -Fact — Trustee(s) — Subscribing Witness — Guardian/Conservator - (lrh- SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) STATE OF CALIFORNIA COUNTY OF On UK — proved to me on the basis of satx subscribed to the within instrument an in his/her/their authorized capacity(ie the person(s), or the entity upon b alf WITNESS my hand and offir�ial seal. Signature of Notary ORANGE\MMARTNEZ\33457. 115 2014, hefore me, the un rslgned notary public, personally appeared personally known to me sfact y evidence to be the person(s) whose name(s) is/are d owledged to me that he/she/they executed the same and that by his/her/their signature(s) on the instrument of which the person(s) acted, executed the instrument. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ORANGE CIVIL CODE § 1189 On . ' - '' before me, PATRICIA Al"IS HANSON, NOTARY PUBLIC, , Here Insert Name and Title of the Officer personally appeared' Name(s) of Slgner[s)i aOranPATRICIA Al EXIS HANSON ge Commission # 1888030 Notary Public - California County " My Comm. Expires May 2.2014 ~ Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(:s) is/are subscribed to the within instrument and acknowledged to me that he/she*tey executed the same in hisftwltheir authorized capacity(ims), and that by hisffterftheir signatureos) 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. WITNESS my hand and official seal. Signature: 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 DTcument Title or Type of Document: 7, cam.alu i� Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: _ C m�[�T ,V' Corporate Officer — Title(s):,�: ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Re resenting; - ` ='=7 e . �,�`rlLr�tJ_�LLC` f Number of Pages: 4_� Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: O 2012 National Notary Association • NationalNotary.org 0 1 -800 -US NOTARY (1-800-876-6827) Item #5907 CAPACITY CLAIMED BY SIGNER: — Individual(s) -- Corporate Officer(s) — Partner(s) — Attorney -in -Fact — Trustee(s) — Subscribing Witness — Guardian/Conservator - (lth- SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) STATE OF CALIFORNIA } } COUNTY OF } On , 2014, hefoye'me, the undersj6ed notary public, personally appeared / , -- personally known to me OR — proved to me on the basis of satisfactory p didence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac"hedged to me that he/she/they executed the same in his/her/their authorized capacity(ies), pd that by his/her/their signature(s) on the instrument the person(s), or the entity upon behal f which the person(s) acted, executed the instrument. WITNESS my hand and Signature of Notary ORANGE\MMARTINEZ\33457. 116 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of ORANGE On _ 44 R,6 !-! S. it I before me, PATRICIA ALEXIS HANSON NOTARY PUBLIC Dale 'r Here Insert Name and Title of the Officer personally appeared PATRICIA Al EXIS HANSON Commission # 1888030 a eH e;p Notary Public California z Z `' Orange County ' Nly Comm. E=xpires May 2, 201.4 r, of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name*) is/are subscribed to the within instrument and acknowledged to me that he/she4hrey executed the same in hisAier/thteir authorized capacity(ims), and that by hisftterfthteir 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. WITNESS my hand and official seal. 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 9,ocument /� } Title or Type of Document: L�2 ►ul RJT l ,— —1 �� d rr /-25.6c_rC��s��d'r.C)G�t�nl S Document Date: _ % �' L� dogt %YL/�c ��� Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name:. .N� Corporate Officer — Title(s): FU ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer's Name: ❑ Corporate Officer — Title(s) ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Silgneerr Ins Rjrese—ntring: a- r Signer Is Representing: i 0 2012 National Notary Association • NationalNofary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY TRACT NO. 54057-21 LOTS 30, 32, 33 AND 34 OF TRACT NO. 062150, 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\MMARTI NEZ\33457. 117 EXHIBIT `B" LIST OF PUBLIC IMPROVEMENTS TRACT NO. 54057-21 NO PUBLIC IMPROVEMENTS IN TRACT ORANGE MMARTINEZ03457. 118 EXHIBIT "C" SURETY BONDS AND OTHER SECURITY TRACT NO. 54057-21 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: $ 0.00 Surety: Attorney-in-fact: _ Address: MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $ 0.00 Surety: Attorney-in-fact: Address: CASH MONUMENT SECURITY: $ 4.300.00 Amount deposited per Cash Receipt No. Date: ORANGE\MMARTINEZ\33457. 1 19 BOND NO. INITIAL PREMIUM: SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP NO. 54057-21 IMPROVEMENTS PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and Wisteria Rosedale, LP ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-21 ("Public Improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated , 2013 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required by the Improvement Agreement to provide a good and sufficient bond for performance of the Improvement Agreement, and to guarantee and warranty the Public Improvements constructed thereunder. NOW, THEREFORE, Principal and ("Surety"), a corporation organized and existing under the laws of the State of 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%) 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 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 seq. 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 , this day of Principal Surety By: By: President Attorney -in -Fact (print name) (print name) NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND. ORANGEWMARTINEZ03457. ] 21 BOND NO. INITIAL PREMIUM: SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP IMPROVEMENTS LABOR AND MATERIAL BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and Wisteria Rosedale, LP ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-21 ("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 15 2013 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required to furnish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for, or about the performance of the Public Improvements, or for any work or labor done thereon of any kind, or for amounts due under the provisions of Title 15 (commencing with section 3082) of Part 4 of Division 3 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attorney's fee in case suit is brought on the bond. NOW, THEREFORE, Principal and ("Surety"), a corporation organized and existing under the laws of the State of 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, ORANGE\MMARTINEZ\33457. 122 ($ J, 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 seq. of the California Government Code as security for payment to contractors, subcontractors, and persons furnishing labor, materials, or equipment for construction of the Public Improvements or performance of the Improvement Agreement. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition. ORAN GEWMARTINEZ03457. 123 A .4 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 this day of Principal By: President Surety Attorney -in -Fact (print name) (print name) NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND. ORAN GE\MMARTINEZ\33457. 124 Bond No. PB03010401340 Premium $1001 Two (2) Years MONUMENT BOND KNOW ALL MEN BY THESE PRESENTS: That Rosedale Land Partsiers IL LLC, Subdivider, as Principal, and Philadelphia Indemni , Insurance Compan , a Corporation, as Surety, are hereby jointly and severally bound to pay to the City of Azusa. Califomia.in the sum of Four Thousand Three Hundred and no/100 Dollars ($4.300.00). The condition of this obligation is that whereas the Subdivider, as a condition of the filing of the final subdivision map of City of Azusa Tract No. 054057-2 1, 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 Ci1y 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 13th day of May, 2014. Rosedale Land Partners II, LLC Philadelphia Indemnity Insurance Company BY: ---� �;��t� Y: J a Ponroe, Attorney -in -Fact CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 7989 State of California County of P.414,mc- . On H&(.Sr / before me, J o lw -a- iL Wile Here Insert Name and TiUe 6 the officer personally appeared Nam a(si of Signer(s) who proved to me on the basis of satisfactory evidence to be the personWwhose name,(sj is)arm subscribed to the within instrument and acknowledged to me that he/sheA#hey executed the same in hiss eir authorized capacity(ies), and that by his/her-4heir signature,K on the instrument the persopKI or the entity upon behalf of which the person,(sracted, executed the instrument. PATPAMRAiEJub HAili[1N I certify under PENALTY OF PERJURY under the VLIA0!_i i.,P, 0 2t53919 laws of the State of California that the foregoing >f - paragraph is true and correct. oropcomy cym. UAa 2.2018 WITNESS my hand and official seal. r 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:.......... 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 ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. _ ... Signer Is Representing:.- O 2012 National Notary Association a NationalNofary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 a 7 - CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 17 STATE OF CALIFORNIA Counted of Orange On MAY 13 2014 rMlia before me Brianne Davis, Notary Public Weeii lawn P-iama and Ti&d m CitirnT per5(X-laity appeared Janina Monroe ;.�.; DRIANNE DAVIS Commission No. 2017152 z U :ACL 1 NOTARY PUBLIC -CALIFORNIA r'� Z ORANGE COUNTY Comm. Expires APRIL 1, 2017 My who proved to me on the ba5i�, sal satisfactory eyider,ce tr~ tie the person(X; whose narnev) islxxx-;ubslcrlbad to me within insUument. nnel aclencwled to mia that Xxogi ia,)=.X executed the same in KX;I-. e;XDW authorized capacityD'"' and that by M+ierNW. signaturo'r on tfle instrum+eril the pomon(+, or trio entity upon behalr of which the person(xti acted, ejwuled the Tnsfrument. certify under PENALTY O1= PERJURY under the laws of tree Stato of Califoinia that the foregoing paragraph is true and cofrect Witness my hand and official seal. . Signature_��e�n rt<" NMA(y Soal A1Wa 514`010 r+, , t r udr;- Brianne Davis OPTIONAL Though Woraladon be ow is not requ,red by rstw it may prove va�uyffe topef oas retying o`er die domment and cotild p rrt fmiftrent removar arfd rearFchrrw4 of airs farm rc anoM er document Descripitl.on of attached Document Title or Type of Docurnent: Document Date: Signer(s) Otter Tian Tamed Capacity(les) Claimed by Signor(a) Signers, Marne ❑ Individli.,l ❑ Corporate CMfice•r Trtle(S)._ ❑ PBriner — ❑ Limited ❑ Genera; ❑ Attorney ire Fart ❑ Tfuslze ❑ Guardian or Conservator ❑ Other! Signer Is Repreeenfingi: Tbp of trilriftb here Number of Pages; Signers Name: ❑ Individual ❑ Go"ratw 00ker — Title(s) ❑ PerineT — ❑ Limited ❑ Genera ❑ .Attomey in Fact ❑ TTu8kHat ❑ Guardian or Conservator Top erf ti' a b here ❑ Other: Winer Is R preventing. A2r�7N�6^s7.A4 itis' 1Th�CriF rn+ 1C�t MI6 &N.;P.Q36:62 C'+ a�vrlo-7f�_Gn.sfi318 A02° hNt7.�l]le]rb5[{ ][jli�� 1fpmjroW Tirnv !r Cal Tr4,Frri-1 Fila•A79fX1' 1243 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G_ MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25 000,060.00 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 Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7T" DAY OF FEBRUARY 2013. elk (Seal) "n..,,...„.�..�``. e” C9 Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 7's day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. NOTMIAl.SEAL L.90ul; Notaryuc: residing at: (Notary Seal) My commission expires: Bala Cvliwvd, PA March 22- 2016 I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect I do further certify that Robert D. O'Leary Jr., who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, MAY 13 201(� f In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of . 20 Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary _ 4 PHILADELPHIA INDEMNITY INSURANCE COMPANY m� F1 This page is part of your document - DO NOT DISCARD - 4� 20 140599148 PQ�4 i ; + 11111111111111111111111111111111111111111111111111 11� it Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California x C�[lFa9tN�h x 06/10/14 AT 11:28AM FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 III�IIIIIIIIV�III��AIIIIIIIN�II�n�AIII�II�III�V�I��INIIIVIIIVIIII LEADSHEET 11111111111111111111111111111111111111111111111111111111111111111111111111111111 201406102880099 00009261016 006228614 SEQ: 04 DAR Mail (Hard Copy) IWNU�NAI��ANI91���mI�N1�IV A THIS FORM IS NOT TO BE DUPLICATED RECORDING REQUESTED BY WHEN RECORDED MAIL TO Jeffrey Lawrence Cornejo, Jr. City Clerk City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 20140599148* SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE TITLES) Agreement for Completion of Public Improvements, Tract No. 54057-22 between the City of Azusa and Rosedale Land Partners II, LLC RECORDING REQUESTED BY: WHEN RECORDED RETURN TO: CITY OF AZUSA 213 E. Foothill Boulevard PO Box 1395 Azusa, CA 91702-1395 ATTN: City Clerk SPACE ABOVE THIS LAVE FOR RECORDER'S USE Exemp l from record in g W. r Gouemme t Section 6103 CITY OF AZUSA, CALIFORNIA ' ;2 City {` rk AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT NO. 54057-22 between CITY OF AZUSA a California municipal corporation and ROSEDALE LAND PARTNERS II, LLC a Delaware limited liability company ORANGE\MMARTINEZ\33457.1 03-04-14 AGREEMENT FOR COMPLETION OF PUBLIC IMPROVEMENTS TRACT MAP NO. 54057-22 I. PARTIES AND DATE. This Agreement for the Completion of Public Improvements ("Agreement") is entered into as of this 4th day of March, 2014 by and between the City of Azusa, a California municipal corporation ("City") and Rosedale Land Partners II, LLC, a Delaware limited liability company with its principal office located at 23 Corporate Plaza Drive, Suite 246, Newport Beach, CA 92660 ("Developer"). City and Developer are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." II. RECITALS. A. Developer has heretofore submitted to City an application for approval of a tract map for real property located within City, a legal description of which is attached hereto as Exhibit "A" ("Property"), and which is identified in City records Tract Map No. 54057-22. B. Developer's application for a tentative tract map for Tentative Tract No. 54057 was conditionally approved by the City Council on February 3, 2003. C. Developer has not completed all of the work or made all of the public improvements required by Chapter 66, Article V of the Azusa Municipal Code, the Subdivision Map Act (Government Code sections 66410 et seq.), the conditions of approval for Tract No. 54057-22 or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land. D. Pursuant to Section 66-4650) and the applicable provisions of the Map Act, Developer and City enter into this Agreement for the timely construction and completion of the public improvements and the furnishing of the security therefor, acceptable to the City Engineer and City Attorney, for Tract No. 54057-22. 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. 54057-22. III. TERMS. 1.0 Effectiveness. This Agreement shall not be effective unless and until all three of the following conditions are satisfied: (a) Developer provides City with security of the type and in the amounts required by this Agreement; (b) Developer executes and records this Agreement in the Recorder's Office of the County of Los Angeles; (c) the City Council of the City ("City Council") approves the final map for Tract No. 54057-22 and (d) Developer records the final map for Tract No. 54057-22 in the Recorder's Office of the County of Los Angeles. If the above described conditions are not satisfied, this Agreement shall automatically terminate without need. of further action by either City or Developer, and Developer may not thereafter record the final map for Parcel/Tract No. 54057-22. ORANGEWMARTINEZ03457. ] 2 A 2.0 Public_ Improvements. Developer shall construct or have constructed at its own cost, expense, and liability all improvements required by City as part of the approval of Parcel/Tract No. 54057-22, 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. 54057-22 ("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 -a roval of Plans and Specifications. Developer is prohibited from commencing work on any Public Improvement until all plans and specifications for such Public Improvement have been submitted to and approved by the City Engineer, or his or her designee. Approval by the City Engineer shall not relieve Developer from ensuring that all Public Improvements conform with all other requirements and standards set forth in this Agreement. 2.4 Quality of Work,• Compliance With Laws and Codes. The construction plans and specifications for the Public Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements. The Public Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements applicable at the time work is actually commenced. ORANGEWMARTINEZU 3457. 13 2.5 Standard of Performance. Developer and its contractors, if any, shall perform all work required to construct the Public Improvements under this Agreement in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement. 2.6 Alterations to IES rovernents. The Public Improvements in Exhibit `B" are understood to be only a general designation of the work and improvements to be done, and not a binding description thereof. All work shall be done and improvements made and completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation of the Public Improvements it is determined that the public interest requires alterations in the Public Improvements, Developer shall undertake such design and construction changes as may be reasonably required by City. Any and all alterations in the plans and specifications and the Public Improvements to be completed may be accomplished without giving prior notice thereof to Developer's surety for this Agreement. 3.0 Maintenance of Public Improvements and Landscaping. City shall not be responsible or liable for the maintenance or care of the Public Improvements until City approves and accepts them. City shall exercise no control over the Public Improvements until accepted. Any use by any person of the Public Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Developer at all times prior to City's acceptance of the Public Improvements. Developer shall maintain all the Public Improvements in a state of good repair until they are completed by Developer and approved and accepted by City, and until the security for the performance of this Agreement is released. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to City; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It shall be Developer's responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by City. If Developer fails to properly prosecute its maintenance obligation under this section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Developer and its surety under this Agreement. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Public Improvements or their condition prior to acceptance. 4.0 Construction Schedule. Unless extended pursuant to this Section 4.1 of this Agreement, Developer shall fully and adequately complete or have completed the Public Improvements within twelve (12) months following approval of the final map for Tract No. 54057- 22. 4.1 Extensions. City may, in its sole and absolute discretion, provide Developer with additional time within which to complete the Public Improvements. It is understood that by ORANGE\MMARTIN EZ\33457. 14 providing the security required under Section 13.0 et seq. of this Agreement, Developer and its surety consent in advance to any extension of time as may be given by City to Developer, and waives any and all right to notice of such extension(s). Developer's acceptance of an extension of time granted by City shall constitute a waiver by Developer and its surety of all defense of laches, estoppel, statutes of limitations, and other limitations of action in any action or proceeding filed by City following the date on which the Public Improvements were to have been completed hereunder. In addition, as consideration for granting such extension to Developer, City reserves the right to review the provisions of this Agreement, including, but not limited to, the construction standards, the cost estimates established by City, and the sufficiency of the improvement security provided by Developer, and to require adjustments thereto when warranted according to City's reasonable discretion. 4.2 Accrual of Limitations Period. Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not accrue until Developer has provided the City Engineer with written notice of Developer's intent to abandon or otherwise not complete required or agreed upon Public Improvements. 5.0 Gradin. Developer agrees that any and all grading done or to be done in conjunction with construction of the Public Improvements or development of Tract No. 54057-22 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 etLeq. 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. 54057-22 in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the regulations, schedules and fees of the utilities or agencies providing such services. Except for commercial or industrial properties, Developer shall also provide cable television facilities to serve each parcel, lot, or unit of land in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the requirements of the cable company possessing a valid franchise with City to provide such service within City's jurisdictional limits. All utilities shall be installed underground. 7.0 Fees_ and Charges. Developer shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of construction of the Public Improvements, including, but not limited to, all plan check, design review, engineering, inspection, and other service fees, and any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as established by City relative to Tract No. 54057-22. 8.0 City Inspection of Public Improvements. Developer shall, at its sole cost, expense, and liability, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur. ORANGE\MMARTINEZ\33457. ] 5 9:0 Default,• Notice; Remedies. 9.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City may at any time thereafter declare Developer to be in default or violation of this Agreement and make written demand upon Developer or its surety, or both, to immediately remedy the default or violation ("Notice"). Developer shall substantially commence the work required to remedy the default or violation within ten (10) days of the Notice. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the Notice verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof. Immediately upon City's issuance of the Notice, Developer and its surety shall be liable to City for all costs of construction and installation of the Public Improvements and all other administrative costs expenses as provided for in Section 10.0 of this Agreement. 9.2 Failure to Remedy; City Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a completion acceptable to City within the time frame contained in the Notice, City may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its sole and absolute discretion it believes is required to remedy the default or violation. All such work or remedial activity shall be at the sole and absolute cost, expense, and liability of Developer and its surety, without the necessity of giving any further notice to Developer or surety. City's right to take such actions shall in no way be limited by the fact that Developer or its surety may have constructed any, or none of the required or agreed upon Public Improvements at the time of City's demand for performance. In the event City elects to complete or arrange for completion of the remaining work and improvements, City may require all work by Developer or its surety to cease in order to allow adequate coordination by City. Notwithstanding the foregoing, if conditions precedent for reversion to acreage can be met and if the interests of City will not be prejudiced thereby, City may also process a reversion to acreage and thereafter recover from Developer or its surety the full cost and expense incurred. 9.3 Other Remedies. No action by City pursuant to Section 9.0 et seq. of this Agreement shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise it rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance. 10.0 Administrative Costs. If Developer fails to construct and install all or any part of the Public Improvements within the time required by this Agreement, or if Developer fails to comply with any other obligation contained herein, Developer and its surety shall be jointly and severally liable to City for all administrative expenses, fees, and costs, including reasonable attorney's fees and costs, incurred in obtaining compliance with this Agreement or in processing any legal action or for any other remedies permitted by law. 11.0 Acceptance of 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, ORANGE\M MARTINEZ\33457. 16 0I 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. 54057-22 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. ORANGE\MMARTINEZ\33457. ] 7 0 Developer's compliance with this provision (Section 13.0 et sec .) shall in no way limit or modify Developer's indemnification obligation provided in Section 16.0 of this Agreement. 13.1 Performance Bond. To guarantee the faithful performance of the Public Improvements and all the provisions of this Agreement, to protect City if Developer is in default as set forth in Section 8.0 et seq. of this Agreement, and to secure Developer's one-year guarantee and warranty of the Public Improvements, including the maintenance of all landscaping in a vigorous and thriving condition, Developer shall provide City a faithful performance bond in the amount of Three Hundred Eighty Thousand One Hundred Sixty -Eight Dollars ($380,168.00), which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The City Council may, in its sole and absolute discretion and upon recommendation of the City Engineer, partially release a portion or portions of the security provided under this section as the Public Improvements are accepted by City, provided that Developer is not in default on any provision of this Agreement or condition of approval for Tract No. 54057-22, and the total remaining security is not less than twenty-five percent (25%) of the Estimated Costs. All security provided under this section shall be released at the end of the Warranty period, or any extension thereof as provided in Section 12 of this Agreement, provided that Developer is not in default on any provision of this Agreement or condition of approval for Parcel/Tract No. 54057-22. 13.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, material men, and other persons furnishing labor, materials, or equipment for performance of the Public Improvements and this Agreement, Developer shall provide City a labor and materials bond in the amount of Three Hundred Eighty Thousand One Hundred Sixty -Eight Dollars ($380,168.00), 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. ORAN GE\MMARTINEZ\33457. 18 ttP 1 f 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. 54057-22 in compliance with the applicable provisions of City's Municipal and/or Development Code ("Subdivision Monuments"), Developer shall deposit cash, a letter of credit or other reasonably acceptable security with City in the amount of Eight Thousand Dollars ($8,000.00), which sum shall not be less than one hundred percent (100%) of the costs of setting the Subdivision Monuments as determined by the City Engineer. Said deposit may be released by written authorization of the City Engineer after all required Subdivision Monuments are accepted by the City Engineer, City has received written acknowledgment of payment in full from the engineer or surveyor who set the Subdivision Monuments, and provided Developer is not in default of any provision of this Agreement or condition of approval for Tract No. 54057-22. 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 Tubes, 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. ORANGE\MMARTIN EZ\33457.1 9 � 7 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, ]eased, 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. 17.4 Primary Insurance; Waiver of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, agents, and volunteers. All policies for the Required Insurance shall provide that the insurance company waives all right of recovery by way of subrogation against City in connection with any damage or harm covered by such policy. 17.5 Certificates; Verification. Developer and its contractors shall furnish City with original certificates of insurance and endorsements effecting coverage for the Required Insurance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must ORANGE\M M ARTINEZ\33457. 110 be received and approved by City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 17.6 Term, Cancellation Notice. Developer and its contractors shall maintain the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or endorsement which will expire prior to that date. All policies shall be endorsed to provide that the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except on 30 days prior written notice to City. 17.7 Insurer bating. 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. 54057-22, 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 C_ ooperation; 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. ORANGE\MMARTINEZ\33457. ] I I 20.4 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice: CITY: City of Azusa P.O. Box 1395 213 E. Foothill Blvd. Azusa, Ca. 91702 Attn: City Manager DEVELOPER: Rosedale Land Partners II, LLC 23 Corporate 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 Assip-nine«t 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. ORANGE\MMART W EZ\33457. 112 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 Attomeys' 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 y CITY OF AZUSA By: -�-(signat e) (print name) City Manager City of Azusa ATTEST: ROSEDALE LAND PARTNERS II, LLC a Delaware limited liability company By: CDG ROSEDALE INVESTMENT, LLC A Delaware limited liability company Its Administrative Member By: 41- L -- (signature) ffyz-c .To Pim C- 95's (print name) "PR0froL Wr'1-rs (title) By: By: -� n Lure) (print name) L City Clerk City of Azusa (signature) (print nanne) C ._e7a (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. OR AN GEWMAR TINEZ0 3457. 1 14 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of L05 A-vo g kcs 14 1 On �LtKe 3 24 t before me, V • ff e -r 2 - Vale ale Here Insert Name and Title of the Officer personally appeared 1 rho e -S G)• i4ki --S A -41-4-D Name(s) of Signer(a) ZRNJ. V. HERNANDEZ �l Commission # 1998874 Notary Public - Ca;ifornia Los Angeles County My Comm. Expires Nov 22, 2016 CIVIL CODE § 1189 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(S} is/a*e subscribed to the within instrument and acknowledged to me that he/sbeAbW executed the same in his/heFAheir authorized capacity(ies), and that by his/hef4h6r signature{-} on the instrument the person(&); or the entity upon behalf of which the person(e) acted, executed the instrument. 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 L SignaSuro of Notary Public CI 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:,�G f� A40 Ar OD VIAV1A-Th„A 1"h & Walls :llftff. _ r, nld . --RQ —S]—;L Document Date: ko-rclIA, �_ Number of Pages: Z Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s)- Signer's Name:_i�6L eo<, (k) Signer's Name: ❑ Corporate Officer — Title(s): _ ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator Rr6ther: C� � xIF _ Signer Is Representing: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑GAP 11 Attorney in Fact ❑ Trustee ❑ Guardian or nservator ❑ Other: _. Is Representing: © 2010 National Notary Association • NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 L41 CAPACITY CLAIMED BY SIGNER: – Individual(s) – Corporate Officer(s) – Partner(s) – Attorney -in -Fact – Trustee(s) – Subscribing Witness -- Guardian/Conservator – nrh— ACKNOWLEDGMENT SIGNER IS REPRESENTING: NAME OF PERSON (S) OR ENTITY(IES) STATE OF CALIFORNIA } } COUNTY OF On ../2014, before me, the undersigned notary public, personally appeared — personally known to me OR -- proved to me the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to th ithin instrument and acknowledged to me that he/she/they executed the same in his/he heir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the pe • on(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my end and official seal. of Notary ORAN GE\MMARTINEZ\33457. 115 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ORANGE CIVIL CODE § 1189 On before me,PATRICIA ALEXIS HANSON, NOTARY PUBLIC, 8toHare Insert Name and Title of the Officer personally appeared �Iis f -D �lczz Name(s) of Signer(s) PATRICIA Al. EXIS HANSON Commission # 1888030 a -ar Notary Public - California z Z Z Orange County r My Comm. Expires May 2, 2014 Place Notary Seal Above I who proved to me on the basis of satisfactory evidence to be the person(s) whose name0s) is/aFe subscribed to the within instrument and acknowledged to me that he/she4hey executed the same in hisfherftheir authorized capacity(i m), and that by his ierftl eir- signatures) 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. WITNESS my hand and official seal. Signature: 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 ��'' r -- Title or Type of Document: !il�A° t^ �/ KIi�I'�/_ r�jf1Ac i]�su dtl ! cifi lG .y�,C��I v�Gti: 7P-Ikr N0. 3-y(5s 7-a..T Document Date: _ P/j-2L 1-0. `/ ..)0&1 — Number of Pages: -�S_ 6-0-L �r Signer(s) Other Than Named Above- Gl�n.v+fJl cc c �Ic ---1 � _ _ Capacity(ies) Claimed by Signer(s) �� Signer's Name, � e/_C,7a)-PHiF2 66LS N -Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 1,14•Z_M Signer's Name. ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: O 2012 National Notary Association • NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 CAPACITY CLAIMED BY SIGNER: — Individual(s) — Corporate Officer(s) _ — Partner(s) — Attorney -in -Fact — Trustee(s) — Subscribing Witness — Guardian/Conservator - nthe.r SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) STATE OF CALIFORNIA } } COUNTY OF } On 14, before me, e undersigned notary public, personally appeared personally known to me OR -- proved to me o z, he basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to th ithin instrument and acknowledged to me that he/she/they executed the same in his/he zeir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the ped:. on(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS mviiiand and official seal. of Notary ORANGE\MMARTINEZ\33457. 116 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ORANGE On M.eek— J -0r1/ before me, PATRICIA ALE%IS HANSON NOTARY PUBLIC Date Her Insert Name and Title of the Officer personally appeared Iallc- Name(s) of Signer(s) ro; , PATRICIA Al EXIS HANSON Commission # 1888030 x Notary Public - California Z Z ° Orange County r My Comm. Expires May 2, 2014 CIVIL CODE § 1189 who proved to me on the basis of satisfactory evidence to be the person(s) whose name0s) is/aFe subscribed to the within instrument and acknowledged to me that he/*ie*+@y executed the same in hisf ierfth►eir authorized capacity(bea), and that by hisfherftheir signatures) on the instrument the person, or the entity upon behalf of which the person} acted, executed the instrument. 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. � l 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 f t J Title or Type of Document:. (yye&Z lIC411-1 Ls'17' _ b'_U,6►-ad �-!�f 01) t If- TS _C ��r OS1)-d Document Date:. /' /i� (I /� `]; J_U t `>/ umber of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) j Signer's Name: (-f r� =J t,,' 1JI Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Repr7enting: Signer's Name: ❑ Corporate Officer — Title(s): T ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: f7 N119 N.Winnat Nntary Asanniatinn • NatinnalNntary nrn • 1-Rnn-11.9 NnTARY (1-Rn0-R7(3-(3897) Item #5907 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY TRACT NO. 54057-22 PARCEL B OF LOT LINE ADJUSTMENT NO. 06-02, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED FEBRUARY 1, 2007 AS INSTRUMENT NO. 20070224264 OF OFFICIAL RECORDS OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. ORANGE\MMARTINEZ\33457. 117 EXHIBIT "B" LIST OF PUBLIC IMPROVEMENTS TRACT NO. 54057-22 ORAN GE\MMARTINEZ\33457. 118 •`rnI Tract 54057-22 Rosedale Total Unit Units Bond Streets Quantites Price Estimate AC 570 $ 5500 Tons $ 31,350.00 Base 860 $ 40.00 Tons $ 34,400.00 C&G 1450 $ 25.00 LF $ 36,250.00 Street Lights 6 $ 1,500.00 EACH $ 9,000.00 Concrete Pavement $ 5.00 SQ FT $ - Curb Ramps $ 1,500,00 each $ - Sidewalk 6500 $ 3.50 sq ft $ 22,750.00 subtotal $ 133,750.00 Misc items 10% $ 13,375.00 total $ 147,125.00 Storm Drains If 18" RCP 40 $ 58.00 If $ 2,320.00 24" RCP $ 82.00 If $ - 30' RCP $ 110.00 If $ - 36' RCP $ 140.00 If $ - 42" RCP $ 156,00 If $ - 54" RCP $ 250.00 If $ - 60" RCP $ 30000 If $ - Other RCP $ 320.00 If $ - Manholes $ 3,000.00 each $ - Junction Structures 1 $ 1,00000 each $ 1,000.00 Catch Basins 2 $ 3,500.00 each $ 7,000.00 Catch Basins/grates $ 4,00000 each $ - subtotal $ 10,320.00 Misc items 20% $ 2,064.00 $ 12,384.00 Sewers 8" VCP 730 $ 57.00 If $ 41,610.00 10" VCP $ 61 00 If $ - House laterals 32 $ 1,000.00 each $ 32,000.00 12" VCP 1 70.00 If $ - Manholes 3 $ 3,000.00 each $ 9,000.00 subtotal $ 82,610.00 Misc items 5% $ 4,130.50 $ 86,740.50 Water 8" DIP 775 $ 43.00 If $ 33,325.00 12" DIP $ 60.00 If $ - 16" DIP $ 70.00 If $ - 12" Valves $ 3,000.00 each $ - 8" Valves 1 $ 3,000.00 each $ 3,000.00 Thrust Blocks $ 1,00000 each $ - Fire Hydrants 3 $ 2,000.00 each $ 6,000.00 Misc items 32 $ 1,500.00 each $ 48,000.00 subtotal $ 90,325.00 $ 9,032.50 $ 99,357.50 Grand Total est $ 345,607,00 Contingency $ 34,560.70 Bond amount $ 380,167.70 ORANGE\MMARTINEZ\33457. 119 EXHIBIT "C" SURETY BONDS AND OTHER SECURITY TRACT NO. 54057-22 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: $ 380,168.00 Surety: Attorney-in-fact: Address: MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $380,168.00 Surety: .... Attorney-in-fact: Address: CASH MONUMENT SECURITY: $_ 8,000.00 Amount deposited per Cash Receipt No. Date: ORANGE\MMARTINEZ\33457. 120 BOND NO. INITIAL PREMIUM: SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP NO. 54057-22 IMPROVEMENTS PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and Wisteria Rosedale, LP ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-22 ("Public Improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated 2013 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required by the Improvement Agreement to provide a good and sufficient bond for performance of the Improvement Agreement, and to guarantee and warranty the Public Improvements constructed thereunder. NOW, THEREFORE, Principal and ("Surety"), a corporation organized and existing under the laws of the State of , and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto City in the sum of dollars ($, . , said sum being not less than one hundred percent (100%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such, that if Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents, OR ANGE\M MARTINEZ\33457. 121 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 sem. 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. , this day of , Principal Surety By: By: President Attorney -in -Fact (print name) (print name) NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND. ORANGE MMARTINEM3457. 122 Ei BOND NO. INITIAL PREMIUM: SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP IMPROVEMENTS LABOR AND MATERIAL BOND KNOW ALL MEN BY THESE PRESENTS: WHEREAS the City of Azusa, California ("City") and Wisteria Rosedale, LP ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-22 ("Public Improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated , 2013 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required to furnish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for, or about the performance of the Public Improvements, or for any work or labor done thereon of any kind, or for amounts due under the provisions of Title 15 (commencing with section 3082) of Part 4 of Division 3 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attorney's fee in case suit is brought on the bond. NOW, THEREFORE, Principal and ("Surety"), a corporation organized and existing under the laws of the State of , 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, ($ ), said sum being not less than 100% of the total cost of the Public ORANGE\MMARTINEZ\33457. 123 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 seq. of the California Government Code as security for payment to contractors, subcontractors, and persons furnishing labor, materials, or equipment for construction of the Public Improvements or performance of the Improvement Agreement. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition. ORANGE\M MARTINEZ\33457. 124 a0 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 , this day of , Principal Surety By: By: President Attorney -in -Fact (print name) (print name) NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING COMPANY MUST BE ATTACHED TO THIS BOND. ORAN GE\MMARTINEZ\33457. 1255 BOND NO. PB03010401341 INITIAL PREMIUM: $7,603 / Two (2) Years SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP NO. 54057-22 IMPROVEMENTS PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: Rosedale Land Partners, LLC WHEREAS the City of Azusa, California ("City") and ("Principal'), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-22 ('`Public Improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated , 2013 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required by the Improvement Agreement to provide a good and sufficient bond for performance of the Improvement Agreement, and to guarantee and warranty the Public Improvements constructed thereunder. NOW, THEREFORE, Principal and Philadelphia 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 *** dollars ($380,168.00------------ ), said sum being not less than one hundred percent (100%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by ZD these presents. ***Three Hundred Eighty Thousand One Hundred Sixty -Eight 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 perform the covenants, conditions, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents, 0RANGEVVDV1ARTINEZ\3 3457. 121 Performance Bond No. PB03010401341 Page Two (2) �r 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 sec . of the Government Code of California as security for performance of the Improvement Agreement and security for the one-year guarantee and warranty of the Public Improvements. IN WITNESS 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 a this 13th day of May 2014 . Rosedale Land Partners II, LLC PhilaNeia Indemnity Insurance Company 10 (i C .aM sS�r � T•.�v,eS�+ .-F`, c�C—S14; r�� By: B President in -Fact onroe (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. ORANGEMMARTINED3 3457. 122 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of — x On Hazy 014 before me, &L xt_Agu L -1/w f7nIe He l e art Name and Title of the filter personally appeared - � ,a Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persoW whose nameW is/aFL- subscribed to the within instrument and acknowledged to me that he/s-�e ey executed the same in his/hefA#eir authorized capacity(ie&), and that by his/hertthetr signature,(bl on the instrument the person(< or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the Pum - CIIIHNM � laws of the State of California that the foregoing ea! md" paragraph is true and correct. � 0"11110 � 2.2016 WITNESS my hand and official seal. 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: 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 ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 2012 National Notary Association • NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE Or CALIFORNIA touryt' C4 Orange On MAY 13 241 before me. Brianne Davis, Notary Public Mala Hon Inmt N2gwi AW Thak d Iit-m tdffif: a persvi:a fy appeared Janina Monroe Mrire.;i) 01 5kmifa; BRIANNE D"IS Commission No. 2017152 z Z EV ae NOTARY PUBLIC -CALIFORNIA 12 ORANGE COUNTY My Comm. Expires APRIL 1, 2017 r, W* h-+iriy SoAI AJx4fe whp Proved to me on the basi6 of setisfpctory eviden-v@ tc be the person(x;i whose namexi W x3ulbscribed to the within instrument and acknawis od to rni� that X 3,he,xxxx executed the same in XXr' . of authorized capacita+IOW_ and that by W,,')er&xA signatum,(X'., on the instrument tine paWM(X'�. or the entity Upor1 Whall Of 'whloh the persons K i ecled, executed Me instrument, I certify under PENALTY OF PERJURY under the laws of the State of Cakfornia that the foregoing paragraph is true and correct Witness my Hand and official .seal. Signature L,T,iG �1n�rr`z.t� �AA,/-­�' 5N'LWL;.! • ix! ryr,"'i puble Brianne Davis OP77ONAL Though the rntarmation below k5 not required by taw, it may grave vaWiWe to persons relying on thodocumene and w0d iarmAwf fmudufent removat ancf reattachment of this form to artoltrer docarnerrt Doscrilptlen of Attached (Document Title or Type of Dwurnent5 Document Signer(s) Other Than famed Above. Capacity(les) Claimed by SIginegs] ftner"s Name, ❑ Individual ❑ Corporate 04lieer — T:tle�S) ❑ Psriner — ❑ Limiter ❑ Generw ❑ Attorneys ii Fac: ❑ Twstee ❑ Guardian ar Conservaicir ❑ Othen Signer Is Representing: Top of th rnb Neral Nu mber of Page: Signer's Name: ❑ Individual ❑ Csrp rat- 041k.er — Title(; ). ❑ Partner — ❑ Limited ❑ Genera? ❑ At6r hey in Fact ❑ Trustee ❑ Guaidien or anservator Top, th'w'l3 hers ❑ rather - Signer Is Representing. �2'rX.l7ria�G'YS-Ri31DT�'�VffR.dCk''kR+(f.3��f."+3716MK;.,P.L4�f�LC��LI'+isi1a-»WQ"[A.C�A�'J78182�4�E`443!'k.�L11f4ridli0Z6�f/? TP.fhF�re$,�17 r�rnri•rirlT�Fmri-b�irik73ifR�� 1244 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attomey(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25,000,000 This Power of Attomey is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I' day of July, 2011, RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attomey(s) in Fact and authorize the Attomey(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attomey-in-Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7TH DAY OF FEBRUARY 2013. ,u r r z s i• ?LGA 4:r Xs (Seal) ,,..... „ eo,��o Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 70' day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. tin HDTARIAL SEAL. DAkIELLE PORATK WM PAC Low wgdcw l-,Wiltycbu Cvrm�ssim 'res {ilaldl 20i Notary Public: residing at: (Notary Seal) My commission expires: Bala Cynwyd. PA March 22 2016 I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power ofAttorney issued pursuant thereto are true and correct and are still in full force and effect I do further certify that Robert D. O'Leary Jr., who executed the Power of Attorney as President, was on the date of execution ofthe attached Power of Attomey the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of ° M °' Q B Y 1 3 2014 . 20 pecCraig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY J� BOND NO. PB03010401341 INITIAL PREMIUM: is included in Performance Bond SUBJECT TO RENEWAL CITY OF AZUSA TRACT MAP IMPROVEMENTS LABOR AND MATERIAL BOND KNOW ALL MEN BY THESE PRESENTS: Rosedale Land Partners II, LLC WHEREAS the City of Azusa, California ("City") and ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 54057-22 ("Public Improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Agreement for Completion of Pubic Improvements dated , 2013 ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required to furnish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for, or about the performance of the Public Improvements, or for any work or labor done thereon of any kind, or for amounts due under the provisions of Title 15 (commencing with section 3082) of Part 4 of Division 3 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attorney's fee in case suit is brought on the bond. 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, ($380.158.00------ , said sum being not less than 100% of the total cost of the Public ORANGE\MI 4ARTR,EZ\33457. 123 ***Three Hundred Eighty Thousand One Hundred Sixty -Eight and no/100*** Payment Bond No. PB03010401341 Page Two (2) 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 seq. of the California Government Code as security for payment to contractors, subcontractors, and persons furnishing labor, materials, or equipment for construction of the Public Improvements or performance of the Improvement Agreement. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition. ORANGE\MMARUNEZ0345 7. 124 Payment Bond No. PB03010401341 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 Irvine, California , this 13th day of _ MU , 2014 Rosedale Land Partners II, LLC Principal 0 By: By: President "rawoo ltcK (print name) Philadelphia Indemnity Insurance Company (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. ORANGEMMARTINEZ03457. 125 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of 10, /,ryCs J On f.5 ) 0 before me, 47Z 16"d- 4�jo ZI [-lam , Dat f3 - Here Insert Name arW Title of the Officer personally appeared%L C�B,6S Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(Wrwhose name,( is/a;e-- subscribed to the within instrument and acknowledged to me that he/she" executed the same in his/he0h& authorized capacity(ie*, and that by his/herAheir signature�s)' on the instrument the person(s)"; or the entity upon behalf of which the person(ected, executed the instrument. 1111011"1tt,E%i;f, HAM M I certify under PENALTY OF PERJURY under the Con—iorl a 2063319 laws of the State of California that the foregoing 9� � � CWWW paragraph is true and correct. Mv Comm. r" "=2 �a18 WITNESS my hand and official seal. Signature: t& Place Notary Seal Above SW%ture of Notary Pirbft 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 ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer Is Representing: 2 National Notary Association • NationalNotary-org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County 01 Ora On 14AY 13 2014 Cala personally appeared N,fore me Brianne Davis, Notary Public H-r+� Itt"IA NX%A AMt'i'" d mna 001(SM Janina Monroe ERIANNE DAVIS Commission No. 2017152 z NOTARY PUBLIC-CALIFORNIA12 F' +�i,� ORANGE COUNTY My Comm. Expires APRIL 1, 201i7e� PW.* r r`f SMI AW" who Proved to me on if e. basis Df sakisfaclory evidence Ic be the person(V. whose narne(x i isl;xxx,,�ubscribed to erre will sir, inst;urnant and acknowlai cod to rae thal7Xx'ri �asZa executed the same in ftl- e00W suthotized capacitylk7 m . and that by Kt-inerf,,4� sicgnatureDo�; on the instrument the pamonN), of the entity upon behya.If of w'hoh the pari;on('I acted, exect,-ted ',fire instrument, 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 off icid seal. Signatirta Sip Wtus�o`•hSa�y I'uvrc Brianne Davis OPTIONAL Though tie finiorrr aUon Move is not required bylaw, itmay prove t+akraWe io persow relying an"docurneni ancf could pr at frmduA9vf removal &nd rativchrr,ent of this form to art Mer 0coment Description of. Attached Document Title or Type of Dwurtlent: Document D:7:e: Signer(s) 01her Than lamer! Capacity(lea) Claimed by Signer(s) Signer's Mame ❑ Indivi'diial ❑ Corporate Officef — Title(s). ❑ Partner— ❑ Limited ❑ Genera? ❑ Atbrrley in Fad ❑ Truvwo ❑ Guardian or Conservator ' of �4r" b here ❑ Other: Signer Is RepresentingL Number of Pages: Signers Na.rne: ❑ IndiVidual ❑ Coip 7f ate OIcAr — Tttle(s)� ❑ Par1ne-a — ❑ Limited ❑ Genera ❑ Attorney in Fac: ❑ Truatc-3 ❑ Guaidien; or Gcinservakor ❑ Other_ Saner Is Representing Tip cd dnw6b be. re 0 20G7 ri0oNOF W4 Wu ' AJ:t DOM+ 9W [it FA M ,Mac.; POS 3VA 2402 4 Vha-xam+r. Cf, 85912 2402 - 'Awoo.L UVO rialurAry. VQ firm 04117 i3rnsi�r �nl Ti�•F're� 1 Fdirl•ft7,F��99Z 1245 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 ; Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attomey(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25,000,000.00 This Power of Attomey is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the V day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attomey(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attomey-in-Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attomey or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7T" DAY OF FEBRUARY 2013. N„1�I,�IWiiy�, ,,��•'����yriity � v4 (Seal) Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity bisurance Company On this 7"' day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly swom said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. pF»16Yt. NOTAMALSE9 DANIELLE PORATR Nalrry PWO iawBr Nct[on Tw ..l+bntg CDu Corruabsion • ea Mardt �� 7Al Notary Public residing at: (Notary Seal) My commission expires: Bala CyjiWl;L PA March 22 2Q ] I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attomey the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, M Y 1 3 4014 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of '� . 20 Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary ' r '1 PHILADELPHIA INDEMNITY INSURANCE COMPANY 02 Bond No. PB03010401342 Premium $1601 Two (2) Years ITU *►U 1 :• b KNOW ALL MEN BY THESE PRESENTS: That Rosedale Land Partners II, LLC, Subdivider, as Principal, and Philadelphia Indemnity Insurance Company, a Corporation, as Surety, are hereby jointly and severally bound to pay to the Cite of Azusa, Cahforn:aia in the sum of Ei¢ht Tbousand and no/100 Dollars ($8.000.00). The condition of this obligation is that whereas the Subdivider, as a condition of the filing of the final subdivision map of City of Azusa Tract No. 054057-22 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 Qfty 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 13th day of May, 2014. Rosedale Land Partners II, LLC Phila hia bade urance Company BY: OVL� Cz%w Monroe, Attomey-in-Fact v CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California CIVIL CODE § 1189 County of ��1 ,F'�.c:�l�� _ - On 'J before me, le -,4 J to r. Nene IF*ert Name and Title of Slee OHlcer personally appeared ewr-Si-bZ6L,_—:2 6-l'u Name(s) of Signer(s) 11ATNC1A ALEXIS i 014 CoeMlission i 2063319 x c 1lofary Public - California a Z Orange County M Comm. Expires may 2, 2D18 ,�.. . who proved to me on the basis of satisfactory evidence to be the person(s)'whose nai-ne.(s)` is/ars- subscribed to the within instrument and acknowledged to me that he/she4hey executed the same in his/he0heir authorized capacity{ic and that by his/herAheir signature!(1W on the instrument the persons , or the entity upon hehalf of which the persori641a'cted, 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 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: 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 ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02012 National Notary Association • NationalNotary.org 0 1 -800 -US NOTARY (1-800-876-6827) Item #5907 F cALIFdRNIA ALL-PURPOSE ACKNOWLEDGMENT STAVE 017 CALIFORNIA Cou ray 01 Orange On MAY 13 1014 I -fore Me; RarA personWfyappear Kcl Janina Monroe B IANNE D"IS n _ Commission No. 2017152 z Z 4f NOTARY PUBLIC -CALIFORNIA n r ORANGE COUNTY �S My Comm Expires APRIL 1, 2017 P4 WARPI ER"I AJXW(1 Brianne Davis, Notary Public H£MA Irt4an P&,m ;iftd I Ard d i4H hlatft_.'- j 01 5"!(e who Proved tG me on the ba5iB of satistaciory eviderme tc be the person(x;, whose name(%) Isfac subscribed to the within .instrument and acknowledged to me thal$m'shayZ= executed the same in XVl ef" _iuthorized capacity i, and that by slgnatufa(x:� on tate Instrument thb par on; K ), or the entity upon behalf of whlah the pstsonN acted, AxF, Caited the in$trument certify under PENALTY OF PERJURY under the laws of the State ofCalifornia shat t17t foregoing paragraph is true and eofrect Fitness my hand and official seal, r Signature Sig. lure Ory ruble; Brianne Davis OP77ONAL Though ft information Mow is not fequifed- by law, it may p_ mve� va, uabfe zo pamns relying era ft document and could pr at f�#udofent removar and reattachimarit of this form to anoffier docurrmera Description of tIlait hed Document Title or Type of f3eculment: Document Cate; Signer(s) Other Than named Above. 03paciity+(iesj Claimed by Signers$) Signers Name ❑ Individual ❑ Corporate Uticer — T11t3(s). ❑ Partner— ❑ Limited ❑ General ❑ Atlornoy in Fac,, ❑ Tru&ke ❑ Guardian or ConservatDr ❑ tither! Signer to Rsprasenfingi Top of dlw.b hem Nu rnber of Pages - Signers Name, ❑ Indisrdual ❑ Corpraile Milker — TAlie(s} ❑ Partner — ❑ Limited ❑ General ❑ Atbwney in Fact ❑ Truslae ❑ Cuafdian or Coneervator TOP of rhiffl f] t1sErB ❑ Other_ V9gner Is Representing 02Uk7NrOEno 0. s]Lit Sall) At. ,P.C13orA2.*24 tt=. r'its.04,91312392e•P*wh4XaIArhWTajyrq trrr,QWiT krafrsVrCAI T,*Frr�r1-Fdifi-R7RiA;xA 1246 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 Pemnsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attomey(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25.000,000.00 This Power ofAttorney 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 Attomey(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attomey-in-Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS fn DAY OF FEBRUARY 2013. µ, w•r..ya. • trit,r. (Seal) "" Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 7's day of February 2013, before me came the individual who executed the preceding instrument, 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. coMN P �� NOiA13iRLSEAI DAN ULE POiRATH, NoWy Pdblc L GaMaim .. r4O MMh2201W Notary Public: residing at: (Notary Seal) My commission expires: ?GA4A JL - Bala ynwyd, PA I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power ofAttorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attomey as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, RR y rr}} q f In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day ofMA [ 13 2414 -20 c s Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY 45