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18-0515_PACIFIC POINT DEVELOPMENT PARNTERS, LLC_E13_Agenda ReportTO : FROM: SUBMITTED BY : PREPARED BY: DATE : SUBJECT: City of San Juan Capistrano Agenda Report Honorable Mayor and Members of the City Council ~jamin Siegel, City Manager Steve May, Public Works and Utilities Director ~lf/IA._ Joe Parco, City Enginee ~ Hossein Ajideh, Senior cyii ..... E~gineer Joe Mankawich, Associate Engineer May15,2018 5/15/2018 E13 Resolution for Acceptance of Certain Work of Improvements, Notice of Completion, and Release of Corresponding Sureties Pertaining to the Offsite Street Improvements for the Pacifica San Juan Development Tracts 14196, 15609, 15687, 16747, 16748, 167 49, 16750, 16751, 16752 (Pacific Point Development Partners LLC) RECOMMENDATION : 1. Adopt a Resolution declaring certain offsite street and traffic improvements for the Pacifica San Juan Development Tracts 14196, 15609, 15687, 16747, 16748, 16749, 16750, 16751, 16752 to be complete per the approved plans and specifications; and, 2. Direct the City Clerk to forward the Notice of Completion for the declared offsite street and traffic improvements to the Orange County Clerk/Recorder for recordation; and, 3. Authorize the City Clerk to release the corresponding Subdivision Faithful Performance and Subdivision Labor and Material Bonds 35 days after the recordation of the Notice of Completion. EXECUTIVE SUMMARY: Pacific Point Development Partners LLC, developer of the Pacifica San Juan Dev~lopment (Tracts 14196, 15609, 15687, 16747, 16748, 16479, 16750, 16751 and 16752), has requested that the City release the offsite street improvement bonds held by the City. The works of improvement include the Interstate 5Nalle Road/La Novia City Council Agenda Report May 15, 2018 Page 2 of 4 Avenue Roundabout, and road and traffic improvements on Valle Road, San Juan Creek Road, and Camino Capistrano. All works of improvement have been inspected by staff and deemed to be satisfactorily complete. Staff recommends adoption of a resolution accepting the work as complete (Attachment 1 ), filing of a Notice of Completion (Attachment 2), and directing the release of the corresponding bonds (Attachment 3). DISCUSSION/ANALYSIS: On April 21, 2015, the City of San Juan Capistrano entered into Amendment No. 2 and Reinstatement to the Improvement and Reimbursement Agreement (Amendment No. 2) with LV Pacific Point LLC, the developer of property known as Pacifica San Juan Residential Property Development ("Pacifica San Juan Project"), specifically referred to under Vested Tentative Tract Maps 14196 and 15609 ("VTTM 14196" and "VTTM 15609"). On May 5, 2015, Pacific Point Development Partners LLC ("Developer") took ownership of the 416 lot 257-acre Pacifica San Juan Project associated with VTTM 14196 and VTTM 15609 which were previously split into nine Final Tract Maps (Tracts 14196, 15687, 16748, 16749, 15609, 16747, 16750, 16751, and 16752) from LV Pacific Point LLC ("Former Developer"), and accepted the responsibility to complete the off-site street and traffic improvements. On May 19, 2015, the Developer replaced the existing Subdivision Faithful Performance and Labor and Material Bonds provided by the Former Developer with new bonds (Attachment 3) to ensure proper construction of the conditioned off-site improvements. On December 5, 2017, Pacific Point Development Partners LLC, notified the City that it has sold the residential lots within three tracts (Tracts 15609, 15687, and 16752) of the Pacifica San Juan Project to Toll Brothers Inc. In accordance with the Amendment No. 2 (Attachment 4), the Developer is responsible for construction of certain offsite improvements, including certain street and traffic improvements. These improvements include widening of Valle Road, traffic signal modifications to the intersection of San Juan Creek Road and Valle Road, addition of a northbound right turn pocket at Camino Capistrano and San Juan Creek Road, and construction of the 1-5/La NoviaNalle Road ramp interchange (Roundabout). The recent sale of a portion of the development to Toll Brothers Inc. does not affect or change this agreement since the ownership of the common areas and the responsibility to complete the off-site improvements remain with Pacific Point Development Partners LLC. All works of improvement required by the agreement have been completed with the exception of the dedicated northbound Camino Capistrano right turn lane improvement at San Juan Creek Road. The City has requested that these improvements be delayed pending the design of a City widening project on San Juan Creek Road at Interstate 5. At the City's request, the developer has made a cash deposit for $197,038 for the cost of these remaining improvements. City Council Agenda Report May 15 , 2018 Page 3 of 4 With the completion of the improvements and cash deposit as noted in the summary above, the release of bonds issued by lronshore Indemnity Company and Arch Insurance Company, as summarized below, is recommended. Bond Number Bond #SUR21 000024 Bond #SU1139481 FISCAL IMPACT: Surety Iron shore Arch Ins. Type of Improvement Bond Amount Offsite Street and Traffic $2,571,000.00 1-5/ La Novia Roundabout $2.187.800.00 Total $4,758,800.00 The cost of staff support for processing the request will be charged to the deposit paid by the applicant. ENVIRONMENTAL IMPACT: In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not .subject to CEQA. Release of the offsite street improvement bonds held by the City would not be an activity with potential to cause significant effect on the environment and is therefore exempt from CEQA. A Mitigated Negative Declaration was adopted for the La Novia Roundabout Project and a Notice of Determination was filed in 2015. No further environmental determination is needed. PRIOR CITY COUNCIL REVIEW: • On December 5, 2017, the City Council approved Partial Assignment and Assumption of the Development Agreement for the Pacifica San Juan Residential Project from Pacific Point Development Partners LLC, a Delaware limited liability company, to Toll Brothers Inc., a Pennsylvania corporation, for Tracts 15609, 15687 and 16752. • On March 7, 2017, the City Council approved a Landscape Maintenance Agreement with Caltrans for the roundabout intersection improvements at Interstate 5, Valle Road and La Novia Avenue. • On May 17, 2016, the City Council approved an amended and restated Development Agreement extending the term of the agreement to January 16, 2022. • On October 6, 2015, the City Council adopted Resolution 15-10-06-01 entitled "A Resolution of the City Council of the City of San Juan Capistrano adopting a Mitigated Negative Declaration and a Mitigation Monitoring and Reporting Program for the Interstate 51 La Novia Avenue/ Valle Road Intersection Improvement Project." City Council Agenda Report May 15, 2018 Page 4 of 4 • On September 14, 2014, the City Council approved a Personal Services Agreement with RBF Consulting for the preparation of an Initial Study (IS) pursuant to the California Environmental Quality Act (CEQA) for the lnterstate-5/La Novia Avenue and Valle Road Intersection Improvements Project. • On June 3, 2014, the City Council reviewed four design alternatives and selected Alternative #4, Roundabout Intersection Control, as the most appropriate alternative. • On April 15, 2014, the City Council approved an amended and restated Development Agreement extending the term of the agreement to January 16, 2016. • On June 15, 2004, the City Council approved the Amended and Restated Development Agreement through July 16, 2014. • On July 2, 2002, the City Council approved an extension of the 1992 Development Agreement extending the term of the agreement to November 6, 2005. • On August 6, 1992, the City Council approved a 10 year Development Agreement for the project effective through August 6, 2002. COMMISSION/COMMITIEE/BOARD REVIEW AND RECOMMENDATIONS: This item does not require commission, committee, or board review . NOTIFICATIONS: Matt Land, Taylor Morrison Tim Markel, MurowCM J. Kami Fallah, Caltrans Construction Amy Derrett, Toil Bros ATTACHMENTS: Attachment 1: Resolution Attachment 2: Notice of Completion Attachment 3: Faithful Performance and Labor and Material Bonds Attachment 4: Amendment No. 2 and Reinstatement Agreement to the Improvement and Reimbursement Agreement RESOLUTION NO. 18-05-15-XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, DETERMINING COMPLETION OF WORK IN ACCORDANCE WITH APPROVED PLANS AND SPECIFICATIONS FOR THE CONSTRUCTION OF OFF-SITE IMPROVEMENTS ASSOCIATED WITH TRACTS 14196, 15609, 15687, 16747, 16748, 16749, 16750, 16751, 16752, PACIFICA SAN JUAN (PACIFIC POINT DEVELOPMENT PARTNERS, LLC) WHEREAS, On April 21, 2015, the City of San Juan Capistrano entered into an Amendment No. 2 and Reinstatement to the Improvement and Reimbursement Agreement (Amendment No. 2) with LV Pacific Point LLC, the developer of property known as Pacifica San Juan Residential Property Development ("Pacifica San Juan Project"), specifically referred to under Vested Tentative Tract Maps 14196 and 15609 ("VTTM 14196" and "VTTM 15609"), providing for construction of certain off-site street and traffic improvements; and, WHEREAS, On May 5, 2015, Pacific Point Development Partners, LLC ("Developer"), gained control of the 416 lot 257 -acre Pacifica San Juan Project associated with VTTM 14196 and VTTM 15609 which were previously split into nine (9) Final Tract Maps (Tracts 14196, 15687, 16748, 16749, 15609, 16747, 16750, 16751, and 16752) from LV Pacific Point LLC ("Former Developer") and accepted the responsibility to complete the off-site street and traffic improvements; and, WHEREAS, On December 5, 2017, Pacific Point Development Partners, LLC, notified the City that it has sold the residential lots within three tracts (Tracts 15609, 15687, and 16752) of the Pacifica San Juan Project to Toll Bros., Inc. Pacific Point Development Partners, LLC, has requested that the City determine that such certain off-site street and traffic improvements are completed and the corresponding remaining surety bonds be released accordingly. The surety release is as follows: Bond Number Surety Bond #SUR21000024 lronshore Bond #SU1139481 Arch Ins. Type of Improvement Offsite Street and Traffic 1-5/ La Novia Roundabout Total Bond Amount $ 2,571,000.00 $ 2.187,800 .00 $ 4,758,800.00 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of San Juan Capistrano as follows : SECTION 1. That the improvement work required to be performed by said developer has been completed and approved. SECTION 2. That the completed work with a value of $4,758,800 is accepted. SECTION 3. That the sureties described in the chart above may be released accordingly . PASSED, APPROVED, AND ADOPTED this 151h day of May 2018 . Attachment 1 Page 1 of 2 ATTEST: MARIA MORRIS, CITY CLERK SERGIO FARIAS, MAYOR Attachment 1 Page 2 of 2 RECORDED AT REQUEST OF AND RETURN TO: City of San Juan Capistrano City Clerk's Office 32400 Paseo Adelanto San Juan Capistrano, CA 92657 RECORDING FEES EXEMPT DUE TO GOVERNMENT CODE SECTION 6103 Maria Morris, City Clerk San Juan Capistrano, CA NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN that on April21, 2015, the City of San Juan Capistrano entered into an Amendment No. 2 and Reinstatement to the Improvement and Reimbursement Agreement (Amendment No. 2) with LV Pacific Point LLC, the developer of property known as Pacifica San Juan Residential Property Development ("Pacifica San Juan Project"), for the construction of certain off-site street and traffic improvements relating to the development of nine (9) Final Tract Maps (Tracts 14196, 15687, 16748, 16749, 15609, 16747, 16750, 16751, and 16752) in San Juan Capistrano. On May 5, 2015, Pacific Point Development Partners, LLC ("Developer"), gained control of the 416 lot 257-acre Pacifica San Juan Project accepted the responsibility to complete the off-site street and traffic improvements. That said work was completed on October 3, 2017, by said company according to plans and specifications and to the satisfaction of the City Engineer of the City of San Juan Capistrano, and that said work was accepted by the City Council of the City of San Juan Capistrano, as the owner, 32400 Paseo Adelanto, San Juan Capistrano, California 92675, at a regular meeting thereof held on the 151h day of May 2018 by Resolution No. 18-05-15-XX. That upon said contract, Developers Surety and Indemnity Company was surety for the bonds given by the said company as required by law. Dated at San Juan Capistrano, California, this 15th day of May 2018. Maria Morris, City Clerk City of San Juan Capistrano STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, MARIA MORRIS, the duly appointed and qualified City Clerk of the City Council of the City of San Juan Capistrano, California, DO HEREBY CERTIFY, under penalty of perjury that 1) I have read the foregoing document and ·know the contents thereof, and the facts therein state are true of my own knowledge; 2) I declare the forgoing is true and correct; and 3) the foregoing Notice of Completion was duly and regularly ordered to be recorded in the Office of the Orange County Recorder by said City Clerk. Attachment 2 Page 1 of 2 Dated at San Juan Capistrano, California, this 15th day of May 2018 . Maria Morris, City Clerk City of San Juan Capistrano Attachment 2 Page 2 of2 Premium: $19,283.00 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No. SUR21oooo24 Replaces Bond No. SUR20000348 KNOW ALL MEN BY THESE PRESENTS, that Pacific Point Development Partn ers . LLC (hereafter designated as "Principal"), and .:..:.;lro'"-'-n"""s"-"ho'"-'-r.:::.e..:..:.ln.:..::d.:::.em:..;..:.:..:.:ni=tv......:.l:...:..:nc"'"". --------- as Surety (hereinafter called "Surety") agree to install and complete certain designated public improvements as conditioned by City Council Resolution No's. 92-6-16-4 and 03-09-16-06. WHEREAS, said Principal is required to furnish a bond pursuant to Municipal Code Section 9-5.1 01 and 9-5.109 et seq., for the faithful performance to guarantee certain work, more particularly described as follows: Off-Site Circ. subdivision improvements within Tract N/A as defined within Amendment #1 and Reinstatement of the S ubdivision Imp rovement Agreement for Tract N/A NOW, THEREFORE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Obligee") in the penal sum of Two Million Five Hundred Seventy ~ne Thousand Doll a~ and 00/l.QQ.__ Dollars, ($2,571 !OQQ_~O_Q__) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. NOW, THEREFORE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said improvement obligations within the fully executed and recorded subdivision improvement agreement, then the obligation shall be null and void; otherwise it shall remain in full force and effect. Page 1 of 3 Attachment 3 Page 1 of 30 BE IT FURTHER RESOLVED: 1. As a part of the obligation secured hereby, and in addition to the face amount specified, 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. 2. Said Principal, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the contract documents or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, extension of time, alteration, or modification of the contract documents or of work to be performed thereunder. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal herein named on the 19th day of ___ M~a;..Ly _____ 2_0 _15 _ _. the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representatives pursuant to authority of its governing body. PRINCIPAL: SURETY: lronshore Indemnity Inc. By: )J1tl~t2 ,JI/~./ Marga ret . G1nem , Attorney-in-Fact Surety Phone No r:l() WilLIS 01' FLORIDA ·!~II W IWY SCOUT BLVD , ~1000 IJ,MPA, FL 33607 :i·!QL)IR.I~S : (813)281-2095 Page 2 of 3 (NOTARIZATION AND SEAL) (NOTARIZATION AND SEAL) Attachment 3 Page 2 of 30 APPROVED AS TO FORM: By: ________________________ _ NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 Attachment 3 Page 3 of 30 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ()V(f((JI ('__ )) . c0onun~ if!~ (. ~ JCf dhr;= before me. VV . VIJrii. r;ota ru M u oafe £hi !tt0 J . '(L... :::n:;rt Name and rltJof the Officer personally appeared -----J.W.-!....:........~.~~~f--------=------=W~::....lQ~Ju£._1!..!..., r....!... '-.-------------- ~ Name(s) of Stgner(s) 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/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above 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 __ __JhL~~lJ1::::....l.~d~J~·----­ Signature of Notary Public --------------OPTIONAL-------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: -------------Document Date: -------- Number of Pages: Signer(s) Other Than Named Above: ------------- Capacity(ies) Claimed by Signer(s) Signer's Name: ------------ 0 Corporate Officer -Title(s): ------- 0 Partner -0 Limited 0 General 0 Individual D Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other:--------------- Signer Is Representing :---------- Signer's Name:~----------- 0 Corporate Officer -Title(s): _____ _ 0 Partner -D Limited 0 General 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: -------------- Signer Is Representing: --------- ~~~~~~~~~~~~~~~~~~~~~~~~~m ©2014 National Notary Association • www .NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Attachment 3 Page 4 of 30 ACKNOWLEDGEMENT BY SURETY STATE OF FLORIDA } COUNTY OF HILLSBOROUGH ss . On this 19th day of May, 2015 before me, personally came Margaret A. Ginem, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within Instrument as Attorney-In-Fact on behalf of lronshore Indemnity Inc., and acknowledged to me that he/she executed the within instrument on behalf of said surety company and was duly authorized to do. In witness whereof, I have signed and affixed my official seal on the date in this certificate first above written . ilid~ Signature ________________ _ Anett Cardinale ,---·-;1.\:~t;;_·... ANETT CARDINALE f.f· @.''·t.:~ commission# FF 138482 ;;.;.~·fl E~p1res July 28,2018 ;~'l.,Rf.:~'P Bonded Thru Troy Fein lnaurence 800-365-7019 This area for Official Notarial Seal Attachment 3 Page 5 of 30 :Se.fiate. :Sill i"OSo, amM9s :Set<tions 1189 and 1 i95 of :the tivl.l Code and Sectio'rt g:~w2 ·of the Go.yer;t:U::ijM_l CqQ.e; relating·t() n()W'j:es. pubW~. The J.lel.Qw· "):l}\Ysi~l format of tne new 9isc;losure J;l~tic~, i,~;~ ex~nple, for pwppses ofiij~ation; :A rib!Jlry. public ot other officer eoiijpl~ting thl$; certiflea1e \lecifies only the iden ity "oftbe indiv ic).uai ~ho : signed. the do0}~nerit:t!} whidh }his certificate is attaChed, and not tile lrulhfulness;, a~CllJfl.Cy, W vaud)_!;y ott.iwr.ao~\Jijle)t . ~t:a;te pf ¢a"lifo,:-i1i~ .County Of ______ _ ~ . -~~ ~ insert name and title ofofficerj. personally appeared -. whO" .et?:Ve~ t~ ~~-~t\"th({basis of~atisfactoty .cvide·n~e to oe th~.p"eJ;Son(~) ~l,ose n~le(s) h/~~ ~~;;r,:ribcd t? the within ·J:nst.ru.menl -and aol<.r).O~\'ledged •to me that bclshe/1hey e ·eouted th<> same. m .h1sfher/thelt· ap_tho~~cf .~pachy(j~), ~P9 i'fr~t oy his/her/their. ·#gn.a,hJ re:(s) Qn the' itistnlin~t thi< l?trson(s),; or :the -eilJio/, ilpoil. beh~lf ofwh]clfthe per's611(s},~ted; exec.ri.i:e d tn<imstrliJQenL 1 ccertify ·under PENAL:rY. Of:: f.ERNRY tinder the hi.ws of tlle State of Caiifomla tb&t the toi.cgoi'ri~ pa.ragrap'h is true and correct WITNES-$ my h::imJ and offic1al seaL Sig"!latur:e. _ _,_------------~-(Seal) Attachment 3 Page 6 of 30 POWER OF ATTORNEY Ill-21 000024 lronshore Indemnity Inc. KNOW ALL MEN BY THESE PRESENTS, that IRONSHORE INDEMNITY INC., a Minnesota Corporation, with its principal office in New York, NY does hereby constitute and appoint: David H. Carr, Anett Cardinale, Margaret A. Ginem its true and lawful Attorney(s)-ln-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and all bonds, undertakings or other writings obligatory in nature of a bond. This authority is made under and by the authority of a resolution which was passed by the Board of Directors of IRONSHORE INDEMNITY INC. on the 22"d day of April, 2013 as follows: Resolved, that the Director of the Company is hereby authorized to appoint and empower any representative of the company or other person or persons as Attorney-In-Fact to execute on behalf of the Company any bonds, undertakings, policies, contracts of indemnity or other writings obligatory in nature of a bond not to exceed $7,500,000 dollars, which the Company might execute through its duly elected officers, and affix the seal of the Company thereto. Any said execution of such documents by an Attorney-In-Fact shall be as binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company. Any Attorney-In-Fact, so appointed, may be removed for good cause and the authority so granted may be revoked as specified in the Power of Attorney. Resolved, that the signature of the Director and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Secretary, and the seal of the Company may be affixed by facsimile to any certificate of any such power and any such power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company . Any such power so executed and sealed and certificate so executed and sealed shall, with respect to any bond of undertaking to which it is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, IRONSHORE INDEMNITY INC. has caused this instrument to be signed by its Director, and its Corporate Seal to be affixed this 7'" day of August, 2013 IRONSHORE INDEMNITY INC. Director ACKNOWLEDGEMENT On this 7'" Day of August, 2013, before me, personally came DanielL. Sussman to me known, who being duly sworn, did depose and say that he is the Director of lronshore Indemnity, Inc. , the corporation described in and which executed the above instrument; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. AMY L 1AYLOR Nola:y Pu~lc.-'Sl&le ot Tenne.n«: Davtd~nCoL.Iflty My Commls&lon EJ;p1r~s 01-Q9-1 a NOlBI)' PubiM: CERTIFICATE 1, the undersigned, Secretary of IRONSHORE INDEMNITY INC, a Minnesota Company, DO HEREBY CERTIFY that the original Power of Attorney of which the foregoing is a true and correct copy, is in full force and effect and has not been revoked and the resolutions as set forth are now in force. Signed and Sealed at this~ Day of _M_a .:...y _____ _, 20__22__ .......... ..._ ; ... (jl .. ·~,,...l.·· "' llt.AL 1~10 . ~~ .. -.' Secretary 'WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, files and application for insurance or statement of claim containing any materially false information, or concea Is for the purpose of misleading information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." Attachment 3 Page 7 of 30 IRONSitORE NDEMNITY iNC FINANCIAL STA TIME 1fT sUMMARY ~ of Decembe< 31, 2014 Bond• Prrfernd slodu COmmon stodcl ~aaoloo"' on'"' •to~<>. t>nt hm Morta•l•loon• on re.l estoto : Otlte! th"" ftnt "•m Properllt$ octUploa by the compony Propertt .. held lor the Pf'>d•ction oll-.ne Proportlu hdd lor~. Cull. <mh oqui¥31entl and ohort·le<m IJW<>tmontJ Contrxt loanl De~VI!Nes Other Hrvest«'d useb Receivables f<>< se<i~ritltt 5«\Jntl"' lendl,. ref,_toG tollato~ .. ,.b AurtPte wrlto-ln• forjn...u<! """" Subtobils . ~ha-nd lcwertr.d es::sets TrtJ• pia nb leu $ .. thOflled off lrwestmen1: Income-due and -.crued Uncollected prom""'' and alftlts' balances In lht toUrH of tolle<tlon Def~rnd premiums, ... ents' bal.ncr;s •nd ln:sbWmenbi booked but dderred lfld not yetdul' Accrued rc:trolpect~ premiums Amounts rec:o~entKefrDm ~nsunn Fonds held by or d_.~ed with rei,.UTti! companies Ot~ ,amounts rK.etv3blt under reinsurance contrKts \mounts rtainb:e rei.UnelD unlnsured pi•ns urnnt fed~rtl end rordjn I nc:ome tl)( rlt:CO'ft~~e and tnlerHt thereon Net deterred ta:r UM'\ Guaranty ful1ds receMble Ql oo depo$1t Furnlb.lre and equlpment.lllt:ludlrc houlthara delivery assets Nd ~djustment In MSebi and llabllldes due to fore1n ~xch1 nee nles R:~elwbJI!:l from parent, subslchrles :~nd afflUates- Hellth care artd olher tmounh reul\llllble Aagrraate-~e-,n$ for other th•n \nvest.ed •s"m To~lauets ~•ducllna Separote Accounb, Set•OI•Ied A<a>unb ond ProlectoG Cel Ac:eounts From Sopwatelu:;counb_ Sqrqah:d 1\crounts lfld ProlectoG Ce41Ao:wnts $179,1"10.947 0 51,840,1.1 l.aotos Relnnnnu P•pble on pai•d JtJsses and lon ad)ustm.r.t U,p~tn.su LDu ldjustmtnteiCpense• 0 f.omrnl• .. on• payablt, conuna..,tcomm._, and other''"'~-cha,. .. 0 O'ltler ._.,., (...rudl,.taxes.llc.oma and r..,.} 0 Tu ... Mcensa 111d roes (oadod''"' roder.oland foreiln Income Ia""'} 0 curr..,t lederal011d fareltn lnoonle ta•H 0 Nit dtlerred tax liability ~15,632.951 0 0 0 0 0 0 $2l6,til.,039 0 $!190.960 $73,567.~7 0 0 Unurnad premiLW1U Advenu premium Ceded rolnsunnce premiums Pl'llble(-o# cHina commlulons} fund1 held by company under ralnsuranco!Teot~ Amounts withheld orrebi...Oby company lor attount or others Remltt.nca ond Items not oUocated Provtt.ion for retnsuranc. -adjustments II\ outb and lobiMtl01 due to forel&n twthan1e rates Drifts outJtandlnl Payable to parent. subsidlories ond olllUotrs Oerinllves Popb~ IO< , .. urltleslflldlllll $33,586.257 uabiUty for omounts held under unlruur~ pions o Aaroaote wri~IM far llabll~les O ToalllobiiiOes tJCdudl"' protect•d "'n llablntles 0 Protocto<! cotl lioblPties 0 $5,530,837 0 0 POUCY1101.0ERSS 5\JRPLUS 0 Ala• ... I• wnto-lns for speclaltorplus fund• 0 0 Common capitolrto<k $7.124, "1 Preterrod C<~plblttodt $347,.14,611 Agr .. ate wrlte-rurD< ot!w than spe<lal surplus D Surpl., NDitS 0 $10,3114,957 $1,020,805 $5,435,126 $2,183,909 $2,434,392 0 $29.151,576 $58,122.187 $12 .. 58,110 0 0 0 ~.185,928 sm.111.131 $JS0,81l,Bl 0 5,000.000 0 dt~O~TAIS~~================-====-=====-i$~34~7.,;:4~14~·~6~11~ Grou pold I~ and contnbuted wrplus $1~,931,671 URni'ICATI 1 cr:rtl1y tNt th• obo•• financial statements to tho best ot mv t:~~dae are t true .nd .C:Lunt• r~tction ofth~ flnftlCI•I ronditlon ollhe Company "ot l>o<etnber 31, :II) 1~. AddltJonallty, I certifyth•t the above On1nc\;,l statemenb IF& '11 ;ilirument with the Sbtutorv FlnancJ<~l5tattmenu filed with thr Tr.xa.s ~p.,tmtl"'t of lnsu~~e as of the J.lme d1te: WAIIam J Glooson CEO· VP & Tutt5U(t;[ 1Jn•nl1n1d funds {;iurplw~ Surp "' •• roprds pollcyholdtr> TOTAl5 ($5,335,1901 $l56,603,4U $347,41~,611 SUBSCRIBED ondswom to mottis'f.fifv ol fiHf _ t:.'t ':i Mycomml>•cn••Pir« 7-;v-;<j· No . 011\J6044514 Q<raUftod In Westdleste< County ConlrniSIIOOl ExplrH July 10, 2014 ALYSSA TURKOVllZ Notary Public, Slate of New York No. 01TU6044514 Qualified in Westchester County Commission EXpires July 10,201 8 Attachment 3 Page 8 of 30 SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No. suR21oooo24 Replaces Bond No. SUR20000348 KNOW ALL MEN BY THESE PRESENTS, that Pacif1c Point Development Partners. LLC (hereafter designated as "Principal"), and :.:..lr:::.:.on~s::..:...:h.:::.or~e...:.:ln~d~e~m.::.:n~ityLI:..:..:n~c. ________ _ as Surety (hereinafter called "Surety") agree to install and complete certain designated public improvements as conditioned by City Council Resolution No's. 92-6-16-4 and 03-09-16-06. WHEREAS, said Principal is required to furnish a bond pursuant to Municipal Code Section 9-5.101 and 9-5.109 et seq., for the faithful performance to guarantee certain work, more particularly described as follows: Off-Site Circ. subdivision improvements within Tract N/A as defined within ' Amendment #1 and Reinstatement of the Subdivision Imp rovement Agreement for Tract N/A NOW, THEREFORE, we the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Obligee") in the penal sum of Two Million Five Hundred Seventy One Thousand Dollars and 00/100 Dollars ($2,571 ,000 .00 ) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. NOW, THEREFORE, the condition of this obligation is such that if the above bound Principal, his or its heirs, executors, administrators, successors or assigns, shal in all things stand to and abide by and well and truly keep and perform the covenants, conditions and provisions per City Council Resolution No's. 92-6-16-04 and 03-09-16- 06, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its offers, agents and employees as therein stipulated, and, as necessary enter into a Subdivision Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. Page 1 of 3 Attachment 3 Page 9 of 30 BE IT FURTHER RESOLVED: 1. 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. 2. Said Principal hereby stipulates and agrees that no change, extension of time, alteration, or modification of the tenns of the agreement or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, extension of time, alteration or modification of the terms of the agreement or of the work or to the specifications. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal herein named on the 19th day of May , 2015 , the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representatives pursuant to authority of its governing body. PRINCIPAL: Pacific Point Development Partners, LLC By:_t~~...;__~-'------ SURETY: lronshore Indemnity Inc. By: J~a-~,._) Marga re A. G1nem , Attorney-in-Fact Surety Phone No. 110 WilLIS OF rl ORIDA ?i1 W. tlDY SCOUi 8LVD.II10DO TAMPA, FL 33607 ri'JQUIRIE.S (813)281-2095 Page 2 of 3 (NOTARIZATION AND SEAL) (NOTARIZATION AND SEAL) Attachment 3 Page 10 of 30 APPROVED AS TO FORM: By: ________________________ _ NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 Attachment 3 Page 11 of 30 , .-- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 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/they executed the same in his/her/their authorized capacity~es), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Sea/ Above 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 ----1'-}fl(__._._....,lrrli""'-'~'""'L:..::, =::__ _____ _ Signature of Notary Public ----------------------------oPTIONAL---------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: -------- Number of Pages: Signer(s) Other Than Named Above : ------------- Capacity(ies) Claimed by Signer(s) Signer's Name: ------------- 0 Corporate Officer -Title(s): ______ _ 0 Partner -C Limited 0 General 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other:--------------- Signer Is Representing : ---------- Signer's Name:------------ 0 Corporate Officer -Title(s): ______ _ 0 Partner -0 Limited D General 0 Individual D Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: -------------- Signer Is Representing: --------- ~~·~~~~~~~~~~~~~~~~~~~~~~~~ ©2014 National Notary Association· www .NationaiNotary .org • 1-800-US NOTARY (i-800-B76-6B27) Item #5907 Attachment 3 Page 12 of 30 ACKNOWLEDGEMENT BY SURETY STATE OF FLORIDA } COUNTY OF HILLSBOROUGH ss . On this 19th day of May, 2015 before me, personally came Margaret A. Ginem, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within Instrument as Attorney-In-Fact on behalf of lronshore Indemnity Inc., and acknowledged to me that he/she executed the within instrument on behalf of said surety company and was duly authorized to do. In witness whereof, I have signed and affixed my official seal on the date in this certificate first above writte~ {ku:L-(~_j Signature ________________ _ Anett Cardinale ;-$.-A~t~;:~~ ANETT CARDI NALE ~·[ ;•g Con:mission # FF 138482 -~~· -~'..< Exp1res Julv 28 201 B ·;(f. •• <!f.'' ' ' 'F!I t,(~~ Bonded lhru Tra.; F'aln lnsurenoe B00-385-7019 This area for Official Notarial Seal Attachment 3 Page 13 of 30 Senate Bill 1'0$0, arnen~ls Sections li 89 anal i95: of":th:e Civil Cod'e· -and Sectio'u 8:Z02 of the .GoyerJ:!b:!,en,L Coqe~ telating·to 11o®:res -pu_blic_ ·The ):)~lovr--physi.~l form .at of Uie·nm¥ di~qlosme ll.Ptic~ ~~;Wl ex~ple, for purpqses of.ili~$a~ion; A, Mtliij. _p\Jbiic ot other Officei eoiripl~tingthl$ certifiC:ate \'etifies only the identity ·o'f the ind i,vfQ.\Ia.l who. signed, the do.q\}!ne;it.t\') :whlth:ihi~ certificate. is attached ~ and not the truthfulness, "3.co\l.racy W,' valldJ.ty 9fth<Jf .il.o(}u)'rleot. Sta,~ pf Cilifo}:ilia . . County of ______ _ bn. . . . . . .I:Jeforci fne, . . . {nero ib.sert name Rnifti tle oh>fticer:). pe!'Sonally ilPPff?ted . . -.. who p(oYeP. to Jn:~· oti · tbt: ba .is of !;atis(a·c:roty evid~ncl! to £i~"t.he _persQn(l>) Wl1_os~ nanJe(s) ls/4f! s;ubsvri b·ea tJ). the wiihi.r:i ·lriStruroent aml acknowledged to me· that he/she/they e eouted the sama :in hislher/the1r- ~utb'oti.t~. ·Qa:paci"ty(i'~). ~~ .'l):)a.( by. Jis]lit~r{t:i)~·!r ··si~amr:e(~ ·qn tb<i lostruf!l~:Ot th~ -persop(s),: ot the elttitx upoh b"eh.alf of o/lli~h tlie pel"sbli(!i~ a<:ted. cxec:uted tpe .1nstmioent. I 'Cilrtifs ·under P:ENALTY QF:: PERTURY "ncier :the Jaws of the. Stat~ of Cailfomla th&t the rd~gellig; parag;raph is true and c.orrecl WITNES8 ·iri;Yhanil and official seaL Sigpatur.~-....,..---------------(Seal) Attachment 3 Page 14 of 30 POWER OF ATTORNEY Ill-21 000024 lronshore Indemnity Inc. KNOW ALL MEN BY THESE PRESENTS , that IRONSHORE INDEMNITY INC., a Minnesota Corporation, w ith its principal office in New York, NY does hereby constitute and appoint: David H. Carr, Anett Cardinale, Margaret A. Ginem its true and lawful Attorney(s)-ln-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and all bonds, undertakings or other writings obligatory in nature of a bond . This authority is made under and by the authority of a resolution which was passed by the Board of Directors of IRON SHORE INDEMNITY INC. on the 22"d day of April, 2013 as follows: Resolved, that the Director of the Company is hereby authorized to appoint and empower any representative of the company or other person or persons as Attorney-In-Fact to execute on behalf of the Company any bonds, undertakings, policies, contracts of indemnity or other writings obligatory in nature of a bond not to exceed $7,500,000 dollars, which the Company might execute through its duly elected officers, and affix the seal of the Company thereto. Any said execution of such documents by an Attorney-In-Fact shall be as binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company. Any Attorney-In-Fact, so appointed, may be removed for good cause and the authority so granted may be revoked as specified in the Power of Attorney. Resolved, that the signature of the Director and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Secretary, and the seal of the Company may be affixed by facsimile to any certificate of any such power and any such power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certificate so executed and sealed shall, with respect to any bond of undertaking to which '1t is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, IRONSHORE INDEMNITY INC. has caused this instrument to be signed by its Director, and i ts Corporate Seal to be affixed this 7'11 day of August, 2013 IRONSHORE INDEMNITY INC. Director ACKNOWLEDGEMENT On this 7'h Day of August, 2013, before me, personally came DanielL Sussman to me known, who being duly sworn, did depose and say that he is the Director of lronshore Indemnity, Inc. , the corporation described in and which executed the above instrument; that he executed said instrument on beha If of the corporation by authority of his office under the By-laws of said corporation . ...... ~·~~~~~~~~ .. ~~ (~) AMYl l-'YLOR Nolnf)' Public-Sl11le of Tann~enec Oi!Yid&on Gouroty Mr Commiulon E,;pttu 01·09-16 CERTIFICATE 1, the undersigned, Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HEREBY CERTIFY that the original Power of Attorney of which the foregoing is a true and correct copy, is in full force and effect and has not been revoked and the resolutions as set forth are now in force. Signed and Sealed at this~ Day of _M_a-'y'-------' 20~ d~ PaulS . Go&i'dono Secr~tary "WARNING: Any person who knowingly and with intent to defraud any Insurance company or other person, files and application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading information concerning any fact material thereto, tommits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." Attachment 3 Page 15 of 30 IRONSHORE :NDEMNITY INC FINANCIAL STATEMEifT SUMMARY 1.5 of De«mber U, 2014 ASSrn Bond• Preff!rred stodc.s Common stodt.s' Marti•&• loan• on real esl>lt..'. r•rolttns MonEqeloans on rnl eslliU; Otl>er thon first~..., Prop<rt!H oa:upled by the totllf*\V Propertle> held for tho prodiJCiion ofill«>me Proportl .. held for ..... Cash. 010h equMients and •hoo1-le<m 1..-ent> ContrKt loom Ocri~!Nes other i~sted •nds Ftec.el~bh~1 for seatrit:les secuntl., lendiJ1i relnY<Sted oollotera! .... rs Aurecate wdte--tns. ror J nW:S.ted assets. SUbtotol• ca.h ond I.-ted a .. et; Title plonb less $ ... 0.0111ed off Investment lnrome-dur l!lnd accrued Un«>llected pretn ums and .,ents' balanca In lhe to<Jr>e of collection Dtrf~rrred premi~.Jms, -.e.nts• b.~ •nd lnsUAmeob bookl'd but. ddund .nd not vet due Accrued retrospective pre.rniums Amounts rec.overabt~ from 1'1111nsLnl!!fl Funds heJd by or df!!I)Oslted with r~nsuted t.ompal'\ies other .amounts receMble undt-r relnsul'illnu contncts Amounts ~· rola\11'11 to unlmurocl pi""" .UrrC"nt fedefl!IIBnd foreiJn Income tBx recove~bl~ and 1nlerest thereon fillet def!M'ed ta)l asstt Guonmt)' funds recolvob~or oo cMpa$11 Furniture •nd equlpment..lndudlng bealth t.arfl drffvety ands Net:~djustment In assets .and ll.abiDtleJ due-to furean exthilnee r.~t~ R.l!(;e(lfilbles from paren~ subskftartes and amt\:ites 1-teellh are and orhe-r amounts recel~ble Aureaa\1: wrtt~lns for ather th•n blvesl.ed anl8b Tobolusots ..cdudlna Seporato Ac<o<lnU, Searotated A<xounu end Protected Col Accounb from Scp.,.le Aa:ounls. 5et!roga~d Aca>unts and Protected Coli A<counts c cen:tfy thaC the abovt-flnandal s~tltmeftts to tM bQt 0f my krl<>Wk':dae t.rr e true Nld •ccun.te reflection of the f1n~~ne~a1 coo dillon altho Company " t>1 Decem b..-31, 21) 14, Arldltlonolly, I certif'( thai the abo\o< nnondal <Q\emen\:5 .,. l:n ~lrlef!'ment with the StatUto!)' Financlal Sbte-menb filed with the-Trn, ep~JJ1;marH of fnsunmc:e 8$ of the samt eDt e. Wllllom J Gle"'on ao. VP 8 Irqosurtr $179,140,947 0 31,840_1.1 I.IABIUTIES LDsses Relmuranc.e-payab~ on PIH1 'asses and loss &d)wtm~lexpense.s Lms adjusbnont •liP••••• 0 (.ommlts4ons PI VI bit_ contln1~£t~t commluh:,.u and oth~~~mil• charaes OlhCI •IIPtn>" (-udllll1llkes. JlurtSes and IHS) 0 Tao ... Utons"' end r-(udud .. lodenll and lor olin lr>ccme bros) 0 CUrrent lede.-1 ond lgrelcn lnr:omo boxes 0 Hot doforr'OII w lioblllty $15,632.951 Unoamod prernlums 0 Advonce premium 0 0 funounts withheld or reb! nod bv comp011y for o=unt or othen ~~r:mlltiC'tCH 1nd ll~rm:s n~ a!II>CUed 0 PtcM_t.iorl fot re4ruurenetl $226,614,039 Not odJ..,bnants lnaosotund lebllltlo. due to l<>rolcn oxchlnce rates o Dnlb out>W~dlnc $990,960 Pavablc to par en~ subsidiaries and offilletos $73,567.~7 D•rivative:s 0 Payable for ie<:utitles 0 P•pble for securitiH lendlna: $33,586,257 liability for amounts held un~ uninsured plans Aarotr~te Wfl~m lor Jlabllhle< $5,530,837 TotolllabllltlM oxdudl"'l protected .:.,h ll•bllltleo Prot~ c.n lilbllltles Tobl Mabl~l .. POIJCYHOI.OERS'S S\J RPLU5 0 Aaaret;ate Mtt~hu for spedals1nphn fund$ 0 0 Common toP:·bl rtock $7.124,971 Prelerred toplblstocl< $347,414,611 Aa•<l•te ...Ott--no lor other than spoc~lsurplus 0 Surphu Notes un.•nllned funds lsurplu~~ 5urp U1 .. roprds policyholders TOTALS ~I SUII.'ICJUBfD •nd swum to me thls'i}doy or tf H ( . '£) 1 ';, My tomm'l ~on e~~p~ro's 7-IV ~1 ':{ $63,582,1166 0 $lO,!SI,'l57 $1,020,805 $5,435,126 $2,:183,909 $1,434,392 0 $29,151,576 $58,222,187 0 $1,545,075 $12,4S8,UO 0 0 0 0 $4,185,928 $1.!10,J11,131 $1!10,811,131 0 5,000,000 {$5,335,1901 $l.S6,60MS1 $~7.414,611 Notory Public Pn,ted Nome ALYSS" TURKOVITZ Notary Public, State of New Yo!1< No. 01TU6044514 Quallflod in Westch&ster County Commission Expires July 10,201 No. 011\16044514 Quallflod In Westd!...te< Count)' Cofllml<slon EIIPI"" July 10, 2014 Attachment 3 Page 16 of 30 Bond No. SUI139481 SUBDIVISION IMPROVEMENT AGREEMENT PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS : THAT WHEREAS, the City of San Juan Capistrano, California ("City") and Pacific Point Development Partners LLC, a Delaware limited liability company ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for E15-0136 Construction of Interstate 5 and Valle Road/La Novia Avenue Interchange Improvements ("Public Improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement dated April 21, 2015, ("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 Arch Insurance Company ("Surety"), a corporation organized and existing under the laws of the State of Missouri, 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 Two Million, One Hundred Eighty Seven Thousand, Eight Hundred and 00/100 DOLLARS ($2, 187,800), said sum being not less than one hundred percent (1 00%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such, that if Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents, as stipulated in the Improvement Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby, and in addition to the face amount specified therefor, 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 61147.02100\246321751 Attachment 3 Page 17 of 30 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 California Government Code as security for performance of the Improvement Agreement and security for the one-year guarantee and warranty of the Public Improvements. IN WITNESS WHEREOF, we have hereunto set our hands and seals this 14th day of June, 2016. (Corporate Seal) (Corporate Seal) (Attach Attorney-in-Fact Certificate) Pacific Point Development Partners LLC, a Delaware limited liability company Principal By: Taylor Morrison Pacific Point Holdings, LLC, a Delaware limited liability .company, its Managing Member By ~\~ Arch Insurance Company Surety By Jntuff!(!/f ,1_ ~..__; Attome -1n-Fact-Margaret A. Gmem Title A ttorney-in-Fact The rate of premium on this bond is $7.00 per thousand. The total amount of premium charges is $15,315.00. (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) (Name and Address of Agent or Representative for service of process in California, if different from above) (Telephone number of Surety and Agent or Representative for service of process in California) 61147.02!00124632175 J Arch Insurance Group Attn: Surety Division 3 Parkway, Ste. 1500, Philadelphia, PA 19102 Arch Insurance Group, Inc. 865 S. Figueroa St., Ste. 2700 Los Angeles, CA 90017 (213} 283-3500 c/o Wi ll is Tow ers Wat son 42 11 W. Boy Sco ui Sivd ., Ste. 1000 Tampa, FL 3360 7 Inquiries (813) 281-2095 Attachment 3 Page 18 of 30 Notary Acknowledgment A notary public or other officer completing this cert ificate verifies only the ident1ty of the indivtdual who signed the document to which th is c e rt ificate is attached, ana not the truthfulness, accuracy, or validity of that document STATE OF eA~fGRNiA-A ,·\.-l.L'f\Dv COUNTY OF lJ..!(lDQ..c· (ltv On ~1,1<1 1!)-1'/J-, 2p J/p_. before me, .Jodr.e. L). Ed,, 1?J ,J.; , Notary Public, personally appeared f'n,\ if ~. Dcdom. , who proved to me on the basis of satisfactory evidence to be the personfs-) whose name{-.s-7· is/~ subscribed to the within instrument and acknowledged to me that he/s-Aelt.Rey executed the same in his/ber+t~eir authorized capacity~). and that by his/Ref'itl=leif signature{~ on the instrument the person~. or the entity upon behalf of which the person(.s.) acted, executed the instrument. ~' .. @ I certify under PENALTY OF PERJURY under the laws of the State of c?JJJl&J.'K'f:a that the foregoing paragraph is true and correct ITNESS my hand and official seal. .i ~ ( \~fJJJJ~u~~~~abWh<i,t...:s....& __ _ @; riADIItO. EDWARD! ~ N ot~tY. fubllr. -ti~(.lzona ature 0M'iR!:'b~{ch u'rlly 4 My Comm. Expires May-6, 2018 O FJ"I ONAL 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. CAPACITY CLAIMED BY SIGNER o Individual o Corporate Officer [] Partner(s) o Attorney-! n-Fact [J Trustee(s) 0 Guardian/Conservator [J Other: Signer is representing: litle(s) [l [I Name Of Person(s) Or Entity(ies) Limited General DESCRIPTION OF ATTACHED DOCUMENT Ti tle or Typ e o f Docu men t Numbe r of P ages Date of Document -S,g ner{s) Other Than Named Above NOTE: This acknowledgment is to be completed for Principal. ()]]~7.02100124632175 l Attachment 3 Page 19 of 30 Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the indivtdual who signed the document to which this certificate is attached, ana not the truthfulness, accuracy, or validity of that document STATE OF CALIFORNIA PLEASE SEE ATTACHED ACKNOWLEDGEMENT BY SURETY COUNTY OF __________ _ On ________ _. 20_, before me,---------------'' Notary Public, personally appeared , 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/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 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 /o another document. CAPACITY CLAIMED BY SIGNER o Individual IJ Corporate Officer IJ Partner(s) o Attorney-! n-Fact o Trustee(s) [.] Guardian/Conservator IJ Other: Signer is representing: Tltle(s) 0 0 Name Of Person(s) Or Entity(ies) Limited General DESCRIPTION OF ATTACHED DOCUMENT --------~~~-~~-----------Tille or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for the Attorney-in-Fact for Surety. The Power-of Attorney to local representatives of the bonding company must also be attached. 6J 147.02100\24632175 I Attachment 3 Page 20 of 30 Senate Bill 1050, amends Sections I 189 and 1195 of the Civil Code and Section 8202 of the Government Code, relating to notaries public. The below physical fonnat of the new disclosure notice is an example, for purposes of illustration. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the truthfulness, accuracy, or validity of that document. State of California Coun~'of ____________ _ On before me, (here insert name and title of officer), personally appeared , 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/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WJTNESS my hand and official seal. Signature -----------------(Seal) Attachment 3 Page 21 of 30 ACK N OW LEDGE M ENT BY SURETY STATE OF FLORIDA } COUNTY OF HILLSBOROUGH ss. On this 14th day of June, 2016 before me, personally came Margaret A. Ginem, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within Instrument as Attorney-In-Fact on behalf of Arch Insurance Company, and acknowledged to me that he/she executed the within instrument on behalf of said surety company and was duly authorized to do. In witness whereof, I have signed and affixed my official seal on the date in this certificate first above written . •.• ,-;;_~:·;-··· •. MARIAN ELLA BARNOLA t:f@ ~.f, Commission# FF 947761 %:-;.~0 Expires May 5, 2020 .. ,~,if:.:f:~~" ~tdliV'il Trnr F~ ln•urance 800-385-70H1 1 This areafor Official Notarial Seal Attachment 3 Page 22 of 30 AIC 0000185107 THIS POWER O~_ATfO,RNEY ISNtgrT!fLID UNLESS IT IS pRINTED ON BLUE BACKGROUND. ~d . This Power of Attorney limits the -~ts ·of thbse named herein, and they have no authority to bind the Company except id"thir manner and to the extent herein stated. Not valid for Mortgage, Note, Loan, Letter of Credit, Bank Deposit, Currency Rate, Interest Rate or Residential Value Guarantees. -' ' POWER OF ATTORNEY. .. · -· ~-. Know All Persons By These Presents: That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal adm1nistralive office in Jersey City, New Jersey (hereinaft('lrreferred to as the "Company") does hereby appoint: . Anett Cardinale, Brandy Baich, Da\(id fl G,arr,Eileen G.:tleard and Margarete A , Ginem of Tampa, FL (EACH) 1ts true and lawful Attorney(s)in-Fact, to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, and as 1ts act and deed: Ari; and ail t~nds, ~ndertakings, recognizances and other surety obligat ionsi ,1n 1flepenat sum hot .exceedmg Nhie!y Mllhoh Dollars (!ji90 ,000.0 00 00). • ,.... · This authonty does not permit the same obligation to be split mto two or more bonds In order to bnng each such bond within the dollar lim1t of authonty as set forth herein. .........,._ ;. The execution of such bonds, undertaKin-gs, recognizances and other surety obligations in pursuance of these presents shall be as b1nd1ng upon the said Company as fully and amply to'" all intents and purposes, as If the same had been duly execL!ted and acknowledged by its regularly electeu officers at its principal administrative office in Jersey City, New Jersey. This Power of Attorney is executed by authority of resolutions adopted by unan1mous consent of the Board of Directors of the Company on September 15, 2011, true and accurate copies of which are here matter set forth and are hereby certified to by the undersigned Secn3taryc~s be1ng m full force and effect· · · -,,It . "VOTED, Thafthe Chairman of the Board, thePres1dent, or the Executive Vice President, or any Senior Vice President, of the Surety Business Division, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appo1nt agents and attorneys-in-fact, and to authorize them subject to the limitations set forth in their respective powers of attorney, to execute on behalf of the Company, and attach the seal of the Company thereto, bonds, undertakings, recognizances and other surety obligations obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process ." This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the unan1mous consent of the Board of Directors of the Company on September 15, 2011: VOTED, That the signature of the Chairman qf the Board,·the President, or the t;:xecullve Vice President, or any Sen1or V1ce President, of the Surety Business Division, or their appointees designated in wrifih'Q ~~nd filed With the Secretary, and the s1gnature of the Secretary, the .seal of the Company, and certif1cat1ons bY the Secretary, may be affix§d by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on September 15, 2011, and any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company. OOML0013 00 03 03 Page 1 of 2 Printed in U.S.A Attachment 3 Page 23 of 30 SUBDIVISION IMPROVEMENT AGREEMENT PAYMENT (LABOR AND MATERIALS) BOND KNOW ALL PERSONS BY THESE PRESENTS: Bond No. SU1139481 THAT WHEREAS, the City of San Juan Capistrano, California ("City") and Pacific Point Development Partners LLC, a Delaware limited liability company ("Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for E15-0136 Construction of Interstate 5 and Valle Road/La Novia Avenue Interchange Improvements ("Public Improvements"); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement dated April 21, 2015, ("Improvement Agreement"); WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and WHEREAS, Principal is required by the Improvement Agreement before entering upon the performance of the work to provide a good and sufficient payment bond to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the California Civil Code. NOW, THEREFORE, Principal and Arch Insurance Company ("Surety"), a corporation organized and existing under the laws of the State of Missouri, and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Improvement Agreement and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the California Civil Code in the sum of Two Million, One Hundred Eighty Seven Thousand, Eight Hundred and 00/100 DOLLARS ($2, 187 ,800), said sum being not less than one hundred percent (1 00%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth. As part of the obligation secured hereby, and in addition to the face amount specified therefor, 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. 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 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect. 61147.02100124632175.1 Attachment 3 Page 24 of 30 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 California Government Code as security for labor performed and materials provided in connection with the performance of the Improvement Agreement and construction of the Public Improvements. IN WITNESS WHEREOF, we have hereunto set our hands and seals this 14th day of June, 2016. (Corporate Seal) (Corporate Seal) (Attach Attorney-in-Fact Certificate) Pacific Point Development Partners LLC, a Delaware limited liability company Principal By: Taylor Morrison Pacific Point Holdings, LLC, a Delaware limited Arch Insurance Company Surety sy 211~a~ Attorney n-Fact-Margaret A. Ginem Title Attorney-in-Fact The rate of premium on this bond is~ per thousand. The total amount of premium charges is$ Premium included with the Performance Bond. (The above must be filled in by corporate attorney.) T HI S IS A REQUI RED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) (Name and Address of Agent or Representative for service of process in California, if different from above) (Telephone number of Surety and Agent or Representative for service of process in California) 61147,02100\24632175 .1 Arch Insurance Group Attn: Surety Division 3 Parkway, Ste. 1500, Philadelphia, PA 19102 Arch Insurance Group, Inc. 865 S. Figueroa St., Ste. 2700 Los Angeles, CA 90017 (213) 281-3500 c/o Willis Towers Watson 4211 W. Boy Scout Blvd., Ste . 1000 Tampa, FL 33607 Inquiries: (813) 281-2095 Attachment 3 Page 25 of 30 service of p rocess in California )Notary Acknowledgment A notary pub li c or other officer completing this certificate ve ri fie s only the id e ntity of the i ndividua l who signed the document to which th is certi fic ate is attached , and not lhe truthfu lness, acc uracy , or valid ity of that document. STATEOFM~~­ COUNTY OF Q~~ { i t(}.ptlv On AI.! I'\£ \~0-+-. 20Ji..B before me , ---+-'~:u..l"..uld4t.-~ 0J~..t.-'-'C):......4i2 ...... JOoC..l.<u~))~~,.._r-"'J ..... .t.,_, ___ ,Notary Public , personally appeared __ £h~t r •~I . 2x -.J C Vt\ , who proved to me on the basis of satisfactory evidence to be the person{'s) whose name(s? is/ar-e subscribed to the within instrument and acknowledged to me that he/sheft-ftey-executed the same in his/~-Aetr authorized capacity(1es-), and that by his/Aef/.t-Retr signature(-s) 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 Gehi1f~fe-thal the foregoing paragraph is true and correct. 1 IT NESS my han d and official seal. ·J/ ~·~.G-«JW~ 0 TI ONAL Though the inform a tion below is not required by law, it may prove valuable to person s relying on the document and could prevent fraudulent removal and reatrachment of this form to another document. CAPACITY CLAIMED BY SIGNER o Individual o Corporate Officer LJ Partner(s) I] Attorney-In-Fact IJ Trustee(s) 0 Guardian/Conservator 0 Other: Signer is representing: Title(s) LJ 0 Name Of Person(s) Or Entity (ies ) Limited General DESCRIPTION OF ATTACHED DOCUMENT Title or Type of Document Number of Pages Date of Documen-t - Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Principal. 61 147 ,02100\24632175 I Attachment 3 Page 26 of 30 Notary Acknowledgment A notary publ ic or other officer com ple ting this certificate veri fies only the ident ity of the indiv tdua l who signed the docum ent to wl1ich thi s certificate is attache d, and no t the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ------ PLEASE SEE ATTACHED ACKNOWLEDGEMENT BY SURETY On ________ _. 20_, before me,--------------' Notary Public, personally appeared , 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/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons telying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER IJ Individual u Corporate Officer [J Partner(s) [I Attorney-In-Fact LJ Trustee{s) I] Guardian/Conservator [] Other: Title(s) [] [] Signer is representing Name Of Person(s) Or Entity(ies) Limited General DESCRIPTION OF ATTACHED DOCUMENT Title or Typ e of Document ------Number of Pages Dale of Document Signer(s) Other Than Named Above NOTE : This acknowledgment is to be completed for the Attorney-in-Fact for Surety. The Power-of Attorney to local representatives of the bonding company must also be attached . 6114 7.021 00\2<1 632175. I Attachment 3 Page 27 of 30 Senate Bill 1050, amends Sections 1 189 and 1195 of the Civil Code and Section 8202 of the Government Code, relating io notaries public. The below physical format of the new disclosure notice is an example. for purposes of illustration. A notary public or oiher officer completing this ce1tificate verifies only the identity of the individual who signed the document to which this certificate is attached_ and not the trurhfulness, act:uracy, or validity of that document. State of California County of------- On before me, (here inse1t name and title of officer), personally appeared 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/they executed the same in l1is/her/their authorized capacity(ies), and. that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the pcrson(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia thai the foregoing paragraph is true and correct WITNESS my hand and official seal. Signature ________________ _ (Seal) Attachment 3 Page 28 of 30 ACKNOWLEDGEMENT BY SURETY STATE OF FLORIDA } COUNTY OF HILLSBOROUGH ss . On this 141 h day of June, 2016 before me, personally came Margaret A. Ginem, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within Instrument as Attorney-In-Fact on behalf of Arch Insurance Company, and acknowledged to me that he/she executed the within instrument on behalf of said surety company and was duly authorized to do. In witness whereof, I have signed and affixed my official seal on the date in this certificate first above written . . ,;; 7 4 , Sign atu re _---'-f_VI.-rr-IG....,~ ...... ~.'-'-..< .>.LICJL.;t.4 ....... , p......,/.,....<)..J.......:...o -~1'-V_,J-='-'t~·J'---""'-'-"'-"~'-\::----"\....--/.--t-,-+'-.----Mari ~:mella Barnola , ( ' \ I ,.·~~f~~··· MARIAN ELLA BARNOLA t:r ~ ··~\ Commission# FF 947761 "'>0::·~::.,: Expires May 5, 2020 ~<f;P,[};;~·,! l!end1ld Thnllruy F•n ln•ur&'lCG B00-385-701!il This areafor Official Notarial Seal Attachment 3 Page 29 of 30 :r AIC 0000185108 THIS POWER OF ATTORNEY ISNOT\lAL/D UNLESS IT IS PRINTED ON BLUE BACKGROUND. --. ,,= :;,u : ..:.... F.:. ~ -- This Power of Attorney limits th~.atts of th b se'na tti~d herein, and they have no authority to bind the Company exc_ep i"in:t he manner and to the extent herein -stated. Not valid for Mortgage, Note, Loan, Letter of Credit, Bank Deposit, Currency Rate, Interest Rate or Residential Value Guarantees. POWER OF ATTO~rtEY ......... ..-=) 'J -, ....... Know All Persons By These Presents: . ·- That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal admrnislrative offrce rn Jersey City, Nel',l Jers~y (herei naf\er re ferred to as the "Company") does hereby appoint •.. . . ' A nett Cardlna _e, Brandy Balch , Davrd H Carr, Eileen C,.l;lea rd and Margaret A: Ginem of Tampa, FL (EACH) its true and lawful Attorney(s)in-Fact, to make, execute, seal, and deliver from the date of issuance of thrs power for and on its behalf as surety, and as its act and deed: ~ . Any aoq <JI'fbonds; undertakings, recognizances and other surety oblrgatioll~, in th"~ penal sum not e xceed in g Nrnety M rll ion Dollars ($90 .000,00 0 .00). - -· - This authority does not permit the same obligation to be split rnto two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein. .. The execution of such bonds, undertakings, recognrzaJloos and other surety obligations in pursuance of these presentsshall be as binding upon the said Company .as fully and al)iply j(i) all intents and purposes, as if the same had been duly executea :and acknowledged by rts regularly elected offrcers at its principal admrnistrative office in Jersey City, New Jersey This Power of Attorney rs executed by authorrty of resolutions adopted by unanimous consent of the Board of Drrector·s of the Company on September t5, 2011, true and accurate copies of which are herernafter set forth and are hereby certifred to by the undersigned Secretary<J1 befri'g in full force and effect ~ · -"' "VOTED, That the Cha irman of the Board, the Presrdent, or the Executive VI ~~ P~esrdent,-or any Senior Vice Presrdent, of the Surety Business Drvrsion, or their appointees designated in writing and fried wrth the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-rn-fact, and to authorrze them subject to the limitations set forth in therr respectrve powers of attorney, to execute on behalf of the Company, and attach the seal of the Company thereto, bonds, undertakings, recognizances and other surety ot511gations obligatory 1n th~ nature thereof, and any such officers of the Company may appoint agents for acceptance of process" ~ - Thrs Power of Attorney is signed, seaied and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent or the Board of Directors of the Company on September 15, 2011· VOTED, JhaUhe signature of the Chairman of the Board, the President, or the Executive Vrce President, or any Senror Vrce President, of the ·surety Bust ness Divrston, or therr apporntees desrgnated rn writing and_ filed with the Secretary, and the signature of the s e"cretary, Jhe seal of the Company: and' certifications by the Secretary, may be a1fJxed 'by facsimile on any power of attorney or bond executed pursuant to the resolutron adopted by the Board of Directors on September 15, 2011, and any such power so executed, sealed and cer1rfred with respect to any bond or undertaking to whrch 11 is attached, shall continue to be valid and brnding upon the Company. _ ... > OOML0013 00 03 03 Page 1 of 2 Printed in U.S.A. Attachment 3 Page 30 of 30 Recording Roque sled By: Flrsl Ame11con lillo Compony . llomebulldot Services Subdivision Deportment RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AND WHEN RECORDED, MAIL TO: Maria M. Morris, CMC, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 I Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano "Ru~ ..JIIA.J ,, U/! ,:;g;#.i.;Jtdtmlw /' ~/l().b() / 1,o~w/.J. .liz_ Recorded in Official Records, Orange County Hugh Nguyen, Clerk-Recorder 1111111111111111111111111111111111111111111111111111111111111111111111111111 05. 00 * $ R 0 0 0 7 5 0 6 9 1 4 $ * 201500023785911:51 am 05/07/15 143401A17A12F14 30 0.00 0.00 0.00 0.00 87.00 0.00 0.00 0.00 This Space for Recorder's Use Only AMENDMENT #2 AND REINSTATEMENT TO THE IMPROVEMENT AND REIMBURSEMENT AGREEMENT THIS AMENDMENT #2 AND REINSTATEMENT TO THE IMPROVEMENT AND REIMBURSEMENT AGREEMENT (ASSESSOR'S PARCELS #666~301-01, 666-301- 09, 675-361-01 , 675 -361-03, 675 -361 -04 , 675-361 -05 , 675 -081-03 , 675-081 -04 , 675- 081 -10, AND 675 -081-14) ("Amendment") dated the ~\ day of Ap r\\ 20-.J.:i. is e ntered into by and between LV PACI FIC POINT LLC , a Delaware Li mited Liability Company, whose mailing address is 3121 Michelson Drive, Suite 200, Irvine, CA 92612, the developer of property known as Pacifica San Juan Subdivision, specifically referred to under Vested Tentative Tract 14196 and 156091n the City of San Juan Capistrano, of the County of Orange, in the State of California hereinafter referred to as ("Developer") and the City of San Juan Capistrano, hereinafter referred to as ("City"). RECITALS WHEREAS, On June 16, 1992, the City granted approvals for Tentative Tract 14196 (Resolution Nos. 92-6-16-4) which would be divided into multiple final maps; and, WHEREAS, Conditions of Approval required Developer to enter into an Agreement with the City to provide for the construction of certain off-site traffic improvements; and, Attachment 4 Page 1 of 30 WHEREAS, Said Agreement, entitled "IMPROVEMENT AND REIMBURSEMENT AGREMENT (ASSESSOR'S PARCELS #666-301-01, 666-301-09, 675- 361-01, 675-361-03, 675-361-04, 675-361-05, 675-081-03, 675-081-04, 675-081-10, AND 675-081-14) ("Original Agreement") which is also described as Vested Tentative Tracts 14196 and 15609, was entered into by SJD PARTNERS, LTD., a California limited partnership ("Former Developer") and approved by the City Council on July 20, 1999 and recorded in the Official Records of Orange County, California ("Official Records") on August 9, 1999, as Instrument No. 19990581258; and, WHEREAS, City requires that those certain improvements, as outlined hereafter, be constructed concurrentl.y with Developer's development; and, I I WHEREAS, Said Original Agreement, was amended and approved by the City Council on November 15, 2005 and recorded in the Official Records on November 28, 2005, as Instrument No. 2005000945594; and, WHEREAS, Developer Is the successor-in-interest to Former Developer and the Owner of that certain parcel of land situated in the City of San Juan Capistrano, Orange County, generally described as Vested Tentative Tract Maps 14196 and 15609; and, WHEREAS, Developer has assumed all of Former Developer's rights and responsibilities pursuant to the Original Agreement; and, WHEREAS, City and Developer propose to restate and amend the Original Agreement as set forth herein. All terms not otherwise defined or amended herein shall have the meaning ascribed in the Original Agreement; and, WHEREAS, Developer has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds ("Bonds") with new Bonds for 100% of the cost of the remaining off-site improvements as defined within this Amendment; and, WHEREAS, the Amendment shall continue to require Developer to design and construct the .remaining off-site improvements concurrently with his development, as conditioned, and would provide the developer the needed additional time to process the permit approvals for the remaining off-site improvements as listed within Attachment "A" of the Original Agreement, through Caltrans and the City. NOW, THEREFORE. in consideration of the premises hereinafter set forth, CITY and Developer mutually agree as follows: Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page 12 Attachment 4 Page 2 of 30 AGREEMENT Section 1. Scope of Improvements/Pro-rata Share Obligations. The Developer shall design and construct and be initially responsible for all the costs of the remaining off-site improvements listed within Table 1 herein and as indicated in Attachment A, Section 1, and as depicted in Exhibit "A" to their ultimate standard configurations in accordance with the City standard specifications and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvements listed, if applicable, shall be obtained by the Developer, with City's assistance, at no initial cost to the City. The Developer shall provide performance bonds/securities as well as labor and materials bonds/securities for 100 percent of each estimated remaining improvement costs as depicted within Exhibit "A" as prepared by a Registered Civil Engineer an~ approved by the City Engineer, on standard City forms as approved by the City Attorney. Any deferral In the timing of this condition, due to unforeseen delays caused by outside regulatory agencies, shall be subject to review and approval by the City Engineer. The Developers pro-rata share obligations for said improvements shall be as set forth within Table 1 which was based on the Developer's project's proportionate traffic generation at each improvement location per the traffic study prepared for the project's Environmental Impact Report. TABLE 1-DEVELOPER OFF-SITE IMPROVEMENT OBLIGATIONS 3 Completion Date (4) Improvement . 1. Camino Las Ramblas @ Via CaUfornla: Install a traffic Prior to 1st signal and construct a separate southbound right-turn Residential lane CofO 2. Valle RQ~d North-Valfa Road Priorto 151st (rQm San Juan Qr~~fs. Road to Residential La Novia Avenue : Widen to a Building two-lane divided roadway Permit ~· Valle Boad Soulb -~all~ BQS!d frQm La Novia Avenue to Prior to 1st Forster Ranch Road: Widen to Residential commuter roadway C ofO Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page 13 % Developer's Estimated Share Cost (1,2) 232,125 94 1,153,973 38 1,911,572 72 Developer's Cost: Value of Improvement 218,198 438,509 1,376,332 Attachment 4 Page 3 of 30 % Developer's Completion Developer's Cost: Value of Date (4) Estimated Share Improvement Improvement Cost (1,2) (6) ~. L§ ~ovia Avenue @ V~lle Prior to 151st Roadfl-5 Northbound Ramgs: Residential Realign La Novia Avenue and Building the 1-5 northbound ramps and Permit construct a one fane circular round-a-bout 1,682,000 37 622,340 Prior to 151 st ~. Ci!mino Cagistrano @ San Residential Juan Creek Road: Add Building additional northbound right-Permit turn lane 197,038 40 78,815 Prior to 151 st ~. Camino Ca12istrano lW Residential Building Southbou[]d 1-5 Bam(2s: Permit Improve intersection and modify signals 92,723 42 38,944 7. Valle Road & San Juan Creels Priorto 151st Road: Residential Construct a northbound left-Building turn lane. Permit 12,200 8.4 1,025 Less Right-of-Way Acquisition r.;osts associated with completed off-site improvements (500,000) 4,781,631 2,774,163 Total Notes 1 -Cost Estimates for improvements 1, 2, 3, 5, and 6 were based on 2002 costs . within the CCFP Suncal Dev~lopment document dated September 30, 2002. 2 -Cost Estimate for improvement 4 is based on a conceptual plan cost estimate for the proposed round-a-bout dated April22, 2014. 3 -Exhibit "A" depicts the ·remaining costs of the Off-Site circulation improvements with associated percent completion. 4 -See Attachment A for full completion compliance criteria. 5 -The total reimbursement amount to the Developer for the listed improvements within Table 1 is $~07-;488. 2 1 "/111 1/.. 3 Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Pagel4 ' Attachment 4 Page 4 of 30 •' Pursuant to the Conditions of Approval' Resolution No. 03-09-16-06, item #4.4, the Developer, upon written request at any time following the execution of this Amendment, can apply the pro-rata share costs associated with the improvements fisted in Table 1 as a credit against the Capistrano Circulation Fee Program (uCCFP") Fees due from the Developer at the time of the building permit issuance. The total Developer's cost as depicted within Table 1 of $2,774,163 shall be applied as a credit against the City's current adopted fees due under the CCFP effective as of July 1, 2012, with no further adjustments to the total cost in Table 1 allowed unless approved by the City. As of the date of this Amendment, the total CCFP fees paid to the City from the Developer is $251,158. Therefore, based on the total residential units vested within VTTM 14196 and VTTM 15609 of 416 and the total cost of the improvements listed in Table 1 applied as CCFP fee credits, there could be a potential CCFP fee credit balance owed the Developer. If this credit balance is realized, the Developer may request in writing to apply this towards other CCFP fees due for other residential or non-residential development within the Vested Tentative Tract Maps 14196 and 15609 or request in writing a refund of the CCFP fee credit balance from the City. The City will refund said CCFP fee balance 30 days upon receipt of the written request from the Developer. Section 2. Fair-Share Circulation Improvement Participation. The Developer shall pay its "fair share" of the improvement costs as identified within Table 2 herein and as indicated in Attachment 8, Section II, in accordance with the schedule therein, and costs as depicted within Exhibit "8". The fair-share financial contribution amount for each such improvement is based on the project's proportionate traffic generation at each improvement location per the traffic study prepared for the project Environmental Impact Report. This financial participation shall be in addition to paying the CCFP fees. The costs shall include all right-of-way acquisition, design, and construction costs associated with the fair share circulation improvements. The associated costs and status of "Fair Share" payment for the circulation . improvements is depicted within Exhibit "B." TABLE 2 -DEVELOPER "FAIR SHARE" CIRCULATION IMPROVEMENT PARTICIPATION 2 Completion Date Improvement Prior to 1st 1. Existing La Novia, Yi!ll~ Road Residential to 25QO feet east : existing La Building Novia improvements Permit Prior to 151 st 2. La Novia Avenue ((om 'L.fJ.IIe Residential Roar!. 2500 easterl'f.;· Widen to Building secondary standards Permit Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page 15 % Developer's Estimated Share Cost (1) $2,427,000 15 $1,500,000 15 · Developer's "Fair Share" Cost $364,050 $225,000 Attachment 4 Page 5 of 30 % Completion Developer's Developer's Date Estimated Share "Fair Share" Improvement Cost (1) Cost Prior to 151st ~. Intersection of San Juan Residential Creek Road £!nd Valle Road: Building signals and Intersection Permit improvements $280,000 38 $106,400 Prior to 1st ~. Ortega Highwa~ & 1-5 Residential Southbound B!i!mRs: additional Building southbound right-turn lane and Permit re-stripe existing center lane to left/thru lane 1,054,507 7.3 $76,979 Prior to 1st Residential 5. Ortega H i ghwa~ & 1·5 Building Northbound B§mgs: Permit westbound free right turn lane 325,500 0.8 $2,604 Total 5,587,007 775,033 Notes 1 -Cost Estimates for improvements were based on 2002 costs within the CCFP Suncal Development document dated September 30, 2002 and Original Agreement. 2 -Exhibit "8" depicts the remaining costs of the Off-Site circulation improvements with associated percent completion. Section 3. Design Plans . Developer designed plans shall be submitted to the City Engineer for his review and approval prior to construction. Section 3A. Performance and labor and Material Bonds Security. Developer shall, at all times, beginning with the execution of this Amendment, guarantee Developer's performance of this Amendment by providing City with the following security instruments (the "Security Instruments"), as required by the State Subdivision Map Act, on forms approved by City for the purposes and in the amounts as follows: (l) A Faithful Performaf'!ce Bond to ensure faithful performance of this Amendment in regard to said remaining off-site improvements in the amount of 100% of the estimated cost of the improvements as depicted on Exhibit "A"; and, Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page 16 · Attachment 4 Page 6 of 30 (il) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the remaining off-site improvements required to be constructed or installed pursuant to this Amendment in the additional amoun·t of 100% of the estimated cost of the improvements as depicted on Exhibit "A"; and, (iii) In order to guarantee and warranty the remaining off-site improvements and in addition to the security instruments referenced in this Article 3{A), Developer shall provide to City the following Security Instruments: Prior to the City's final acceptance of the remaining off-site improvements and recordation of a Notice of Completion, Developer shall provide to City a Warranty Bond for the remaining off~site .Improvements warranting the accepted Improvements for a period of one (1) year following said acceptance against any defective work or labor done or defective material furnished . The amount of such Warranty Bond for the remaining off-site Improvements shall be equal to twenty-five percent (25%} of the estimated costs set forth in Exhibit "A", or a suitable amount determined by the City Engineer. All Security Instruments required by this Amendment shall be kept on file with the City Clerk. The terms of the Security Instruments required by this Amendment are hereby incorporated in this Amendment by reference. City shall release the Faithful Performance Bond upon Developer's written request following acceptance by. City of the remaining off-site Improvements and Developer's delivery to City of the Warranty Bond for remaining off-site Improvements. City shall release the Labor and Materials Bond upon Developer's written request and following acceptance by City of the remaining off-site Improvements and after expiration of the time within which lien claims are required to be made pursuant to Article 3 (commencing with Section 3114) of Chapter 2 of Title 15 of Part 4 of the Third Division of the California Civil Code. If lien claims have been timely filed, City shall hold the Labor and Materials Bond until (a) such claims have been resolved, (b) Developer has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for the remaining off-site Improvements upon Developer's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. Form of Security Instruments. All Security Instruments shall meet the following minimum requirements and otherwise shall be in a form acceptable to the City Attorney: (i) Any insurance company acting as surety shall have .a minimum rating of A-IX, as rated by the current edition of Best's Key Rating Guide published by A.M. Best's Company, Oldwick, New Jersey, 08858; any bank acting as Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page 17 Attachment 4 Page 7 of 30 surety shall have a m1mmum rating of AA, as rated by Moody's or Standard & Poor's; and, (ii) Payments under the Security Instruments shall be required to be made (and, with respect to bonds, litigation shall be required to be instituted and maintained) in the County of Orange, State of California; and, (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the Notice of Completion is filed by the City for the Developer's completion of the remaining off-site Improvements; and, (iv) The Security Instruments shall reference Developer's obligations under this Amendment, shall be' irrevocable, and shall include as an additional obligation secured the responsibility to compensate City for all of the City's attorneys' fees and litigation expenses reasonably incurred enforcing its rights under the Security Instruments. Section 4. Reimbursement to Developer. Pursuant to the development approvals given to Developer, Developer will be reimbursed a portion of the total cost of the off- site circulation improvements. Developer shall be reimbursed for the costs of the total . off-site circulation improvements as depicted within Table 1 of this Amendment over a period of fifteen (15) years from the completion of the last off-site circulation improvement in Section 1 as provided within this Amendment. Timing of reimbursement payments will be according to actual proration contributions based on traffic generation from other develope_!)' in the area who develop their property within the time period specified in Section)?_of this Amendment. (p Section 5. Term of Agreement. This Amendment shall run for a period of fifteen (15) years from the completion of the last Improvement in Section1. An extension of five (5) years may be granted by the City upon written request of the Developer. Section 6. Time Frame for Repayment to Developer. The City shall cause such other Developers to make their pro-rata contribution upon the earlier of issuance of a building permit or approval of a Final Map. Section 7. Liability/Indemnification/Insurance. Neither the City nor any of its officers or agents shall be liable to Developer or its contractors for any error or omission arising out of or In connection with any work to be performed under this Amendment. Additionally, the City shall not be liable to the Developer or to any other person, firm, or corporation whatsoever, for any injury or damage that may result to any person or property by or from any cause whatsoever in, on, or about the subdivision of said land covered by this Amendment, or any part thereof. Developer agrees to maintain liability insurance in the following amounts: Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page 18 Attachment 4 Page 8 of 30 I. Prior to the commencement of any work pursuant to this Amendment, Developer (if performing work itself) or Developer's contractors shall furnish to the City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of the City) insuring the City, its officers, elected and appointed officers, agents, and employees as additional insureds against loss or liability which may arise during the work or which may result from any of the work herein required to be done, including all costs of defending any claim arising as result thereof. Minimum general liability Insurance shall be not less than $2,000,000 per occurrence and not less than $4,000,000 aggregate. Said policy shall be in favor of Developer or its contractors, as primary insureds, and of the City, its officers, elected and. appointed officers, agents, and employees, as additional insureds, and staall be maintained in full force and effect during the life of this Agreement, including extensions. Said policy shall state by its terms and by an endorsement that it shall not be canceled until the City shall have had at least ninety (90) days' notice in writing of such cancellation. The Developer hereby releases and agrees to defend (with legal counsel · selected by Developer and reasonably acceptable to the City), indemnify and hold the City harmless from and against any and all injuries to and deaths of persons and injuries to property, and all claims, demands, costs, loss, damage and liability, howsoever the same may be caused and whenever the same may appear, resulting .directly or indirectly from the performance or nonperformance cif any or all work to be done in and upon the subject property and the premises adjacent thereto pursuant to this Amendment, and also from any and all injuries to and deaths of persons and injuries to property or other interests and all claims, demands, costs, loss, damage, and liability, howsoever the same may be caused and whenever the same may appear,. either directly or Indirectly made or suffered by the Developer, the Developers' agents, employees, and subcontractors, while engaged In the performance of said work. II. Worker's Compensation. If Developer employs employees or subcontractors to perform services under this Agreement, Developer shall obtain and maintain, during the life of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by State law. These above stated policies shall not tenninate nor shall they be canceled nor the coverage reduced until after 90 days' written notice is given to the City. Developer shall provide an endorsement to City establishing that City has been legally added as an additional insured to the liability policy required under this Agreement. Amendment #2 and Reinstatement To The . Improvement and Reimbursement Agreement. Page 19 Attachment 4 Page 9 of 30 Section 8. Force Maleure. None of the parties hereto shall be deemed to be in default if performance of the obligations required by this Amendment is delayed or becomes impossible because of any act of God, earthquake, fire, strike, sickness, accident, civil commotion, epidemic, act of government, its agencies or officers, or any legitimate cause beyond the control of the parties. Section 9. Notices. All notices, requests, demands, consents and other communications under this Agreement shall be in writing, including telex and facsimile transmission and shall be deemed to have been duly given. on the date of service if served personally by telex or facsimile transmission or 48 hours after mailing if mailed by first class mail, registered, or certified, postage prepaid, return receipt requested, and properly addressed as follows: TO: LV PACIFIC POINT LLC Attention: Eric Hoffman 3121 Michelson Drive, Suite 200 Irvine, CA 92612 TO: CITY OF SAN JUAN CAPISTRANO Attention: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Section 10. Agreement Runs with the Land . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, assigns and successors in interest. Section 11. Entire Agreement. · This Amendment contains the entire agreement between the parties hereto and supersedes any prior or concurrent written or oral agreement between said parties concerning the subject matter contained herein. There are no representations, agreements, arrangements or undertakings, · oral or written, between or among the parties hereto relating to the subject matter contained in this Amendment which h.ave not been fully expressed herein. Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page 110 Attachment 4 Page 10 of 30 IN WITNESS WHEREOF, this Amendment has been duly executed by the Developer herein named on the Q.\ day of '~?ri \ . 20J5_, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by Its undersigned representative(s) pursuant to authority of its governing body. DATE _J/~.....~--1-'--l ~-( (" __ DATE S/t:i/Wt? (Attach Notary Acknowledgement} Attachments: Exhibit "A" and Exhibit "B" Attachment "A" and Attachment "B" Amendment #2 and Reinstatement To The Jmprovement and Reimbursement Agreement Page Ill DEVELOPER By: LV PACIFIC POINT LLC · a Delaware limited liability company sy: _s_~t?__.#~?;--'~=-==-- Its: Jonas Stikldrius A'tl:theri~ea SigAatoq CITY OF SAN JUAN CAPISTRANO Cl D ...... _-~··-~~ ~-. . . • ". ; -:.;: 11-.,.,' • ' •' .~ !•t ·.::.. ,.?-r~~t ~· ·-. -· ·--. ~ ... ~- ,- 1 . r Attachment 4 Page 11 of 30 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On May 5, 2015, before me, Mal'ia Mortis, City Clcrl<, personally appeared Derclt Reeve, Mayot· and Hnns Van Ligtcn, City Attorney, who proved to me on the basis of satisfactory evidence to the be person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/there signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. · I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is tme and conect. (SEAL) Capacity Claimed by Signers Mayor City Attorney Title Signer is Representing City of San Juan Capistrano Description of Attached Document Title or Type of Document Amendment #2 and Reinstatement to the Improvement and Reimbursement Agreement LV Pacific Point LLC Attachment 4 Page 12 of 30 SUBDIVIDER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) 1 On the/& day of flRir / in the year 2015 before me, the unpersigned, a Notary Public in and for said State, personally appeareo.Ji?o11 < .Sbl::;.{(){'l tt..-.,(, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the Individual acted, executed the instrument. {Notarial Seal) Notary Public Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page I 12 LISA A. PHELAN Notary Publ ic. Slate of New York · Oualilr ed i n New York Counly Reg No . 01PH6292618 Comm ls.siofl Expires NovemhAr 4, ?.017 2 Attachment 4 Page 13 of 30 ATTACHMENT A SECTION 1 -SCOPE OF IMPROVEMENTS/PRO·RA TA SHARE OBLIGATIONS IMPROVEMENTS TO BE DESIGNED AND CONTRUCTED BY DEVELOPER (CONDITION OF APPROVAL CITY RESOLUTIONS 92-6·16-4 AND 03·09·16·06) 1. Camino Las Ramblas @ VIa California: Intersection improvements to design and construct a separate southbound right-turn lane and Install a traffic signal, with associated grading and landscaping. To be constructed by the Developer prior to Issuance of the 151 residential Certificate of Occupancy. 2. Valle Road North -Valle Road from San Juan Creek Road to La Novia Avenue : Widen to a two-lane divided roadway, with associated grading and landscaping. To be constructed by the Developer prior to the completion and City acceptance of the proposed Avenlda CaliforniaNista Marina connection between VIa California and Valle Road or prior to the Issuance of the ,151 51 building permit within Vesting Tentative Tract Maps 14196 and 15609, whichever occurs first. 3. Valle Road South -Valle Road from La Novia Avenue to Forster Ranch Road: Widen to a commuter standard road, with associated grading, retaining walls, and landscaping. To be constructed by the Developer prior to the issuance of the 1'1 Certificate of Occupancy in the North R&D site or prior to completion and City acceptance of the proposed connection of Vista Marina to Valle Road, whichever occurs first. 4 . La Novia Avenue @ Valle Road/1-5 Northbound Ramps: Intersection improvements to realign La Novia Avenue and the 1-5 northbound ramps and construct a one lane circular round-a-bout with associated grading, retaining walls, and landscaping. To be constructed by the Developer prior to the completion and City acceptance of the proposed Avenida CaliforniaNista Marina connection between Via California and Valle Road or prior to the issuance of the 151st Residential Building Permit within Vested Tentative Tract Maps 14196 or 15609, whichever occurs first. 5. Camino Capistrano @ San Juan Creek Road: Add additional northbound right-turn lane subject to Caltrans and in coordination with the City's Capital Improvement Program Project ("CIP" 07117). To be constructed concurrently and In coordination with t.he City's CIP Project. 6. Camino Capistrano @ Southbound 1-5 Ramps: Improve Intersection and modify signals. To be constructed and completed ·by Developer prior to the completion and City acceptance of the proposed Avenida CaliforniaNista Marina connection between Via California and Valle Road. 7 . Valle Road & San Juan Creek Road: Construct a northbound left-turn lane. To be constructed by the Developer prior to the issuance of the 161 Certificate of Occupancy in the North R&D site or prior to completion and City acceptance of the proposed connection of Vista Marina to Valle Road, whichever occurs first. Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Attachment 4 Page 14 of 30 Exhibit A OFF-SITE CIRCULATION IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF OFF-SITE IMPROVEMENTS Amendment #2 and Reinstatement of Improvement· and Reimbursem-ent Agreement I I hereby certify that the following off-sit~ circulation improvements for Pacifica San Juan Development as required by the Conditions of.ApprovE~I, -Improvement and Reimbursement Agreement dat~d July -20, 1999, the Amendment to the Improvement and Reimbursement Agreement dated November 15, 2005, and this Atnendmen~ _ha·v~ ~een completed to wit: .. S~hetlule of Improvements Table ~ Off-site' Cir~ul~tic;m Improvements 1. Camino L.~s"Raniblas@ ViEi Californi_a: Install a .traffic .signal and i:::onstri.ict a separate southbound rlght~tiJ~n.l~n·e : . 2.'Valle Road North.;.. Valle·Road from San Juan Creek ·Roa~ to-~a Novia Avenue: Widen to a two- lane ·divided toad way 3. Valle Road South ·-Valle Road from La Novia Avenue to Forster Ranch Road: Widen to a commuter ~.oadwa~· 4. La Novia Avenue ·@ Valle Road/1~5 Northbound Ramps: Realign La Novia Avenue . and the 1~5 . . northbound q:~·mp~ and construct a _one lane circular roynd-~-bout .. .. 5. Camino C~pistrano @ Sa'i'l JI.Jan Creek Road: Add additional nort_hbound right~turn lane . ·. . . . . 6. Camino Capistrano @ Southbound 1~5 Ramps: Improve fnterse~tion and _modify signals .. .. . . . 7. Valle Road .&.S~n Ju~n C_reek Road: Construct a northbound. left~turn lane · Less_ Right~of~WaV: A6quisiti9n costs associated with completecl off-:-site .-imprc:wements Total * Bond Ar'nounts rou~deci to ~he nearest $1,000. Amendment #2 and Reinstatement to the Improvement and Reimbur&ement Agreement Pacifica· San Juan · Total 1 l;stimated Cost $ 232.125. $ 11.53,973 $ 1 911,572 $ 1,682000 $ 197,038 $ 92 723 $ 12,200 $ (500 000) $ 4,781.,631 Remaining Amount or Bond Perc~nt Complete . ·Amount* . . 100% 40% 100% 0% 0% 100% 100% 100% 68% $ $ $ $ $ $ $ $ $ - 692,000 - 1 682,000 .. 197 000 ~ . ~ - 2,571,000 . 1 ol3 Exhibit A Attachment 4 Page 15 of 30 1. Signal·@ Las Ramblas & Via California . The Performance Bond is for the amount of -------------=Z:.::e:....:ro=----· Dollars {$ $0 ). (100% of Column 4} The Laborers and Material mens Bond is for' the amount of _______ _:Z:::;e:::.:.r.;::.o_ Dollars ($ $0 ). (100% of Column 4) 2. Valle Road North ..:. Valle Road from San Juan Creek Road to La Novia Avenue The Performance Bond is ·for the amount of Six Hundred Ninety-two Thousand -----Dollars ($ 692,000. ). (100% of Column 4) The Laborers and Materialmens Bond Is for the amount .of . Six Hundred Ninety-two Thousand ------------Dollars ...lo,;($..__....;6;;.;;9-=2.l.,;;,O..;;;.OO~). (100% of Column 4) 3. Valle Road Sputh-Vaile Road from La Novia Avenue to Forster Ranch Road The Perf.ormance Bond is for the amount of -------------=Z:.::e:...:ro=----Dollars ($ '$0 ). (100 ~o of Column 4) The Laborers arid Material mens Bond is for the amount of Zero Dollars --------~~-($ $0 ). (1 00 % of Column 4) . 4. La Novia Avenue @Valle Road/I-S Northbound Ramps (Round-a-Bout) The Performance Sond is for the amount of One Million Six Hundred Eight Two Thousand Dollars ($ 1,682,000 ). (100% of Column 4) The Laborers and Materialmens Bond is .for the amount of bne Million Six Hundred Eighty Two Thousand Dollars ($ 1,682,000 ). (1 00 % of Column 4) 5. CallJino Capistrano@ San Juan Creek Road, Add Northbound Right Turn Lane The Performance Bond is for the amount of One Hundred Ninety Seven Thousand Dollars ($ 197,000 ). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of One Hundred Ninety Seven Thousand . -----------------Dollars ..... ($"--__ 1;..;9..;..7J..;;,O..;;.O..;;...O ). (100% of Column 4) 6. Camino Capistrano@ Southbound 1-5 Ramps The Performance· Bond is for the amount of -------------=Z:.=:e:..::ro=----Dollars ($ $0 ). (1 00 % of Column 4) Amendment #2 and Reinstatement to the · Improvement and Reimbursement Agreement P~cifica San Juan Attachment 4 Page 16 of 30 2of3 Exhibit A · The Laborers and Materialmens Bond is for the amount of Zero Dollars --------------~~--($ · $0 ). (100% of Column 4~ 7. Valle Road & san Juan Creek Road The Performance Bond is for the amount of Zero Dollars ($ · $0 ). (100.% of Column 4) The Laborers and Material.mens Bond is for the amount of. ($ $0 ). (100'% of Column 4) Zero Dollars ----------~--~~-- SUBMITTED BY ENGINEER OF RECORp I • ) I estimate the total cost of completing the remainder of the Off-site VTTM 14196 and VTTM 15609, improvements ~greed to be performed .by the Owner and Developer t~ be Two Million Five Hundred Seventy'-one Thousand Dollars ($ $2,571,000 ). DATED: ACCEPTED BY CITY ( DATED: i I~~~ Amendment #2 and Reinstatement to tho Improvement and Reimbursement Agreement Pacifica San Juan Attachment 4 Page 17 of 30 3 of 3 Exhibit A ., ATTACHMENT B SECTION 2 ·FAIR-SHARE CIRCULATION IMPROVEMENT PARTICIPATION IMPROVEMENTS REQUIRING DEVELOPER TO PAY A "FAIR SHARE" OF COST BASED ON DEVELOPERS PROPORTIONATE TRAFFIC GENERATION TO EACH PROJECT (CONDITION OF APPROVAL CITY RESOLUTIONS 92-6-16·4 AND 03·09-16-06) 1. Existing La Novia. Valle Road to 2500 feet east : Existing La Novia Improvements "Fair Share" to be paid by the Developer prior to issuance of the 161 residential Building Permit. 2. La Novia Avenue from Valla Road 2500 easterly: Widen to secondary standards. "Fair Share" to be paid by the Developer prior to the Issuance of the 151 51 building permit within Vesting Tentative Tract Maps 14196 and 15609. 3. lntersecUon of San Juan Creek Road and Valle Road: Signals and Intersection improvements. "Fair Share" to be paid by the Developer prior to the issuance of the 151st building permit within Vesting Tentative Tract Maps 14196 and 15609. 4. Ortega Hlohway & 1-5 Southbound Ramps: Additional southbound right-turn lane and re-stripe existing center lane to left/thru lane. "Fair Share" to be paid by the Developer prior to the issuance of the 1st building permit within Vesting Tentative Tract Maps 14196 and 15609. 5. Ortega Highway & 1-5 Northbound Ramps: Westbound free right turn lane. "Fair Share" to be paid by the Developer prior to the issuance of the 1st building permit within Vesting Tentative Tract Maps 14196 and 15609. Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Attachment 4 Page 18 of 30 ExhlbltB FAIR SHARE CIRCULATION IMPROVEN!ENTS CERTIFiCATION OF PARTIAL COMPLETION OF FAIR SHARE PAYMENTS Amendment#~ and Ralnatatpment To Improvement and Reimbursement Agreem~nt . . . I hereby certify that the following "Fair Share" payments for Pacifica San Juan Development as required by the Conditions of Approval, Improvement and Reimburseml;!nl Agreement dated July 20, 1999, the Amendment to Improvement and Reimbursement Agreement dated .November 16, 2005, and this Amendment have been c:ompleled to wll: . · .I . . J • Schedule of Improvements Total Estimated ) Remaining Table 2 Owner's "Fair Share" Circulation Improvements 1. Existing La Novia, Valle Road to 2500 feel east : existing La Novia improvem~ts 2 .. La Novia Avenue from Valle Road 2500 . easterly: Widen to secondary standards 3. Intersection of San Juan Creek Road and Valle Road: signals E\nd intersection Improvements · 4. Ortega Highway & 1.-5 Southbound Ramp~: · additional southbound right-turn lane and re- stripe existing center-lane to leftllhru Jane 5.0rtega Highway & 1-5 Northbound Ramps: westbound free right tum lane · · . Total SUBMITTED BY OWNER DATED: ACCEPTED BY CITY DATED: Amendment #12 and Re instatement to the . Improvement and 'Relmburseme~t Agreement Pacifica San Juan "Fair Share" Percent "Fair Share" payment Com tete Amount . r·~---.. ----1[_ .. _ · ... ~~~--~----1 I . . _ _ .... . .J • .. • _,__. 11 ..... ~ __ ..1 .$ 364,050 100% $ $ 225,000 100% $ $ 106,400 0% $ 106,400 $ 76979 100%. $ $ 2604 100% $ ·S 775,033 80% $ 106.~00 LV Pacific Point LLC, a Delaware limited liability col'!lpany By: By: PAMI LLC, Its M~:~naglng Member BY: <Ffz,~ Jonas Stikleri'tls AYlRerifecl Signatory teve Kooyman, P.E. sslstant Public.Worl<s Director lofl ElChibit B Attachment 4 Page 19 of 30 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000348 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"}, and lronsho re Indemnity Inc ., as Surety (hereinafter called "Surety'') agree to Install and complete certain designated public improvements as conditioned by City Coundl Resolution No's.92-6-16-4 and 03-09-16- 06. WHEREAS, said Principal is required to furnish a bond pursuant to Municipal Code Section 9-5.101 and 9-5.109 et seq., for the faithful performance to guarantee certain work, more particularly described as follows: Off-Site Circ . subdivision improvements within Tract N/A as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract N/A. NOW, THEREFORE, we, the Principal and Surety are held firmly bound unto the . . City of San Juan Capistrano, (hereafter called "Obligee") in the penal sum of Two Million . Five Hundred Seventy One Thousand and 00/1 00 Dollars, ($2,571 ,000) lawful money of the Uni~ed States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. ·NOW, THEREFORE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said improvement obligations within the fully executed and recorded subdivision improvement agreement, then the obligation shall be null and void; otherwise It shall remain in full force and effect. Page 1 of 3 Attachment 4 Page 20 of 30 BE IT FURTHER RESOLVED: 1. As a part of the obligation secured hereby, and in addition to the face amount specified, 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. 2. Said Principal, for v~lue received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the contract documents or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and I I it does hereby waive notice of any sue~ change, extension of time, alteration, or modification of the contract documents or of work to be performed thereunder. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal herein named on the 24th day of March , 2015, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representatives pursuant to authority of its governing body. PRINCIPAL: LV Pacific Point LLC A Delaware Limited Liability Company (NOTARIZATION AND SEAL) By: PAMI LLC, its Managing Member SURETY: By: ~,;:c:::;;:: Jon as Stikloriu s Its: ---------A~umtrnJto~r~iz=ed~s·~~g=na~t~or=y~ lro~shore lnd mnlty Inc. - 0 .. o ........ ~~.~TARIZATION AND SEAL) ~0 0 .... ; \'00 ~~~10"~:>0 -. B <>' o o ' o:'IOR -1 ;·.:1.'-.._ . • _.-.-·~· '01.):.." • .,.-',", .. ) : tl ... ~\.:--0 ·. ";> l . Ch ris tophe r L. Dobbs-Attorney-in-Fact ~ ~ ( ~-$ t .:·~; } ''. § 0 ;_:::.: ,o \"' '\t: .. ~~:· :-·· .. · .. ~u o.o .) , o~.. . ~ ' ·~· • .o r-'1''0 1)\:'· •• ,. ,. .... ; .. :.~ ·: ··~ .... :~:·>,JI( .... ,~ .. • • , •o•o /••J ·''-r.t-· ·' ' .. "'•··, . ... .,.. :, .. ~· .... '············' Page 2 of 3 Attachment 4 Page 21 of 30 APPROVED AS TO FORM: By:~~. Hans Van Ligten, City · Gmey_ . NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of3 Attachment 4 Page 22 of 30 ·POWER OF.·ATIORNEV.' Ill~. 20000348'. · .. · lronshO.re:lrid~mnJtY l.li.c~ . .. ·KN.OW A~t MEN .BY TI-JESE-·Pf.lES~NTS, that IRONSHORE INOEtylNITY INc;.; a Minn(!Sota Go'~ oration; with 'tt5_ prlnclpal·otflce In New York,:f~Y does · . herehy_-constltute and: appoint.: Chris·Oobbs, Jaiene:Brown, 'and Tracy_l~ Carlile its true and_ lawful Attorney(S)·!rhfacr tomake,·execute, seal and · deliver for,·~rid on ItS behalf as·surew! any an~· af! bond~, un.deitaklngs or li!her ·writ_lilg~ cibllg~tpfl{_ in·nat\lreof a bond. · . . ·. . . ' . . This authority Is made untler ~nd.liy.the authority-of:a resolution which was passed by the Board of,Dh'ectors of iRON SHORE INDEMNITY INC. :On the' 22nd 'day of ~prll, 2013_ as follows: . . ' ' . . '. : Reso)ited,_ thai-tti~ Dlr~ci~r ~f-. the 'co-~}?a~y'H ~e~eby-authp~lzed t~ -!J~polht .. and ·eni~9~~ef.iniy 're.il_r~se'nt~tl~e :of the co_mpar:'l'l or other pers6n or ·per~ons as Attpml!y;ln·~act to execute on ~~ha l_f of -t_l)e Cc;)fnp~(lY B!IY-b~l)ds, ~hd~~aklngs, p_olld.es, C!)_ntra.cts of_lndemniW 'Or other writings obllg~tory._ . · ·1n na_t~re \ofa .b.ond 'not . t<f .exce_e~·.S'?,SDQ;o.QO _dolrar~;. ~h!Cii, t~!!·coinpa_rw .mig~t _e_xeaite 11lrou-gh :_lt$ -~lllv 'electe'd ilffl_w~; .llri d affix _lht!-~eafof the· . · tompJI IJY thereto : -My _said -elleculloh 'of. suclr dotufTiefits .by _ a.n . Attornt:Y:Irt-fact' .sM II . be i!S. bft~dl ng uport .th'e ·Company .as Jf. tliey ·had be_en -dulv . · .executed and ~cknowle~gedbyth_e: regularly elected officers of the COf'l1P.ariy. Ariv. :('.ttorney:ln·Fact, s9 appoint~~; may b!rremoved for good cause and'_ : .ttie·auth'ority so granted maY' bE! r~vo.ked·as. specified In the Power of Attor_ne'~; ·. · . . t I •' • · · · Resoived,:tha_t: the signature 'of the -Dlrectqr and th'E!·seal :Of the co·mpa_nv may b_e 'affixed ~Y-facsimile on·anv. 'power· ot ·attorney_ granted, iind .the ·_signature. (If. the-~cn!tary; '!tid the .se~l :Of th:e _<;ohjpaov. mav be ·alftiu!d by.(acslrnlle _to:any._cer;tifl~te of ar)y sucH ppwer a(ld ·any s_l.(eh:power, or' certificate bearing such_ facsimile signallire and:se~l-shall be·va)ld .and binding on the.Cpr'npany. AnY such power so eKIJCUted an·d.sealed arid ce'rtlntate . -so -~1<etuted·~!l~ sealea shall, with respe~t.t9 any bond -of.und~rtaldng to whlch .lt is attached; continue to be ~a lid an~ bind II)~ on the Company.: . . . . IN-WITN~SS -THER~OF, ·IRONSHORe-INDEMNITY J.NC. has caused this instrument to be signed by ns Director; and ' Its COrporate .Seatto be ~ffixed this · · ' :_7111·.day of ,Au~ust;.2013 . ' : · . ' . ' . . ' ' . . -. ·IRONSHORE INDEMNITY. INC. ACI<NOWLEDGEMENl'. . . On this 7lh Day of August, 2013, before me, personally cqme Danli!t' L. Sussman to me known, Wl,io belhg duly sworn;did.depose and 'say that he ls·the . ' Director of lronshore ·Indemnity, Inc:· I the :co..Poratlon describeifin and wliich exei:uted the :above _lnstr\Jmeot; tliat he executed :Said Instrument .on: . ·'behalf 9fthe corporation QY authority of his office u11der tire ay:ra~~ of said corporatiori~ · · · · · · · · · · -.'HOT -PiJ8UC-8fAtE OF NEW ·V RIC · .. No.-011&6222764: . · -~\! un•d I ·:Nt'M ·Volk '·Coun :·· .. M~ com!ftluton 111~1111 ~une.o1~ ·zo14 No rvP.ublle. , • . l:EA11FICA1E ·. · I, the undersigned, Secreta·ry -of IRON SHORE INDEMNnY INC., ·a· Minnesota .Conipahy, ·oo .HER.EBV. CERTIFY that the-original Power of Attorney of -_which· the foreg~i~g'ls a'ttue-iind . (Orrect coj>y,is in fu11:force and effe-Ct and has ·not been'revoke~ ar)d the f~solullo·ri.s a~ seHorth are no\Y !~force.- ····· ' ... , .r •i't Oj'''•, • ,,, "-'>;'' ~-. • , "' ... , . . . I~ '•,. • , . -. :.-·,_ c,;·_.-·· I)O ·k ·--....• ,.·. -~~--·.• . _ .. VL._ ···f 't.-··t;}'ll-_. -1~~·:.::--~,.:_: · .. , .. · ·.:·~;::~~EAt:-::s 1 .--~~---~· . . ' ,.'.! ~ ).;. :.-·.-, ~ . . . .. •. : 'I ~ : . ""~' .. 6ri> .. . · ... _:. . , .... :·:.\·:.\-:~)~·\~; .. ~·./.1 ./ ··.: .· --IV ... ,' . ·. , . 'WARNING: Any penon who knowlnfily an!! with Intent to defraud any i ~sur~n(f{ompany:cir otMI·p·erson, Illes end II PJillcallon lo f lilsura ~ce· o; natement of claim to~talnths a11)1 -moterla1Jt -falte Information, ot-conceals :fo r 'thc p~rpo·se of mls l hdlng ··f~·rdrma t !on 'conce l'!l lns .ll ny'fJct niaie)lar-theretp, comtnltS_ I! fralldu tent.'· )nsurance ilit;whlch t'se ci1111e end subJ ~ctssu ch p~non (o criminal and tlvll jie·rialtles."' .' '. · · · · · Attachment 4 Page 23 of 30 SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000348 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and lronshore Indemnity Inc. , as S~rety (hereinafter called "Surety") agree to install and complete certain designated public improvements as conditioned by City Council Resolution No's.92-6-16·4 and 03-09-16-06. WHEREAS, said Principal is required to furnish a bond pursuant to Municipal Code Section 9-5.101 and 9-5.109 et seq., for the faithful performance to guarantee certain work, more particularly described as follows: Off-Site Circ . subdivision improvements within Tract N/A as defined withi n Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract N/A. NOW, THEREFORE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano; (hereafter called "Obligee") in the penal sum of Two Million Five Hundred Seventy Two Thousand and 00/100 Dollars, ($2,572,000.00) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. NOW, THEREFORE, the condition of this obligation is ~uch that if the above bound 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 ~nd provisions per City Council Resolution No's. 92-6-16-04 and 03-09-16- 06, on his or their part, to be kept and perlormed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its offers, agents and employees as therein stipulated, and, as necessary enter into a Subdivision Agreement, then this obligation shall become null and void; otherwise it shall be and remain In full force and effect. Page 1 of 3 Attachment 4 Page 24 of 30 BE IT FURTHER RESOLVED: 1. 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. 2. Said Principal hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terrrys of the agreement or of the work to be performed thereunder, shall in any way affect Its obligations or this bond, and it does hereby waive notice of any sue~ change, extension of time, alteration or modification of the terms of the agreement or of the work or to the specifications. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal herein named on the 24th day of March , 2015, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representatives pursuant to authority of its governing body. PRINCIPAL: LV Pacific Point LLC J!'.. Delaware Limited Liability Company By: PAMI LLC, its Managing Member By: ~kloritts Its: Authorized Signatory SURETY: lronshore Indemnity Inc. (NOTARIZATION AND SEAL) (NOTARIZATION AND SEAL) Attachment 4 Page 25 of 30 APCJ!MtS TO FORM: By __, Hans Van Ligten , CityJtilorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 Attachment 4 Page 26 of 30 . \ ·. '.P.QW.ER OF,·AnOR ~V.' 111 ~. 2ooo63.4a· .· . ... ; : . ~ ' ' • • • • • : . • • • , • • " • • • • • -• • -• • • • • • • :. .. • • . • l . ·-• · . · ··KNOW ·Alt.: MEN BY THESE ·PRESENTS, that IRONSt:iORE INDEMNITY INC.; a Minnesota Gorporatlon; with Its principal office In New York,-NY does : ·_liereby_ c~~s~ltot~ ·an_d:~PP!lint: ~hrl~·oo,bb~, l~_iene ;ero~n: ~n~ T~acy, t·. carJJi~ )ts .tru~-~~d.l_a\vf.u l .~t~o~ii~YN·!~,Fa.ct t?make~ c_xec.rle!. seal a~d · · .. dellverfor,·a'nd on Its beh'aff as ~urety, an'i arrd oil bonds, und!!rtilklngs or 6thenvritihgs obligatory In· nature of a tfond. . . . . This aut~cirltY.;s m~de ·u~~~r :uid:~v-~he~~;horltY~~:~--~esoiUtlo·~ whic~ ~a~·pass~-~-~~-th~ .s6~rci oftil~ectors~f ·i~~NSHO.RE INOEMNITYu-ic. ·on the : · ·~2nd Clay· of ~rn, ?~1a. ~s f~llbws: · · · · · · · · · · · · '. ·. Resolv~d, tliat-ti~ _D!reoiot .of. the 'c'o:o:a~an'y'-ls 'heretiy -auihorl~ed tg·.~~Rolht _arid '!!"'p~wer -any r~prese-ntative -of.t~e companv. or: othet._person 9r ·. . pers!>ns as -Att9m~y:.1n-.~act'tci ex~cute on ~_eh<tlf of .t_~e C9mP~!IY any.bqnds,'_uhd~rtakings, p_ollc~es, c~_ntra.cts of.lnd~mnlty-or'~tller .. wrltlngs 9bllg~torv.. · ·Jn natvrf)·.ofa .b.ond 'not t~ .exc~e~·.$z,soo;"QQ6 .dollar~;-which the·compaf\Y mlsl:!t .e.xecut~ l~ro.ugh :lt~ -~l!ly 'ete~.el1 "Ciffl,c~r.s'; .arid .af.flx _the 'se~!'~t .th·!! ·. ·· -tompiiny theretq: -Any·,s~l~ -e_xec,utlQh of. such · df;ltU/ill!fltS . by _ a.n. At~ornev:l~facf $~all . be . C!S . bft)diiJS \jpOJI .tlill ~oi"npariy .as· )f tlie~ ·had ~e.eo -il.uly, .. . . exetutea an4 ac~now!e~ged .tiy th_e regula~y ·eleGted 9ffieets qf ,the Cb"1pariy •. Any'Attorney:ln-Fact, so appoint~~; may b(!'remove~ for go·od .C:Suie an~'. : _·ttie· au·t~'<?tiiv ~C\~ro'!ie~ rna~ be revok~d :as. ssi~cined In t.li~ Power.of Attor[ley. _ · · · · · . · · · .. · : · : : ·. · .. I: . . ·Resoived,: tha~-the signature =of tlie Director ·and th·e ·seal of the-COilip~iw may be affixed: ~y.facfslnille on'anv. power· ohttorney _granfed; ~rid the : :. ·.s.lg·n_atute_ of. the-~cnltary, ~11d !he.se~l :of the Co'n:lpafiY. may be -~ffliced by facsimile t~ any cer.tirleat4! Qf any s~di tJ9we.r iiild :any slith:'po'(ler; or' 1 tertlncate' beating slfch facs)mlle slgnat'tf(e and se~l shall.,t!'valld ~nd tllnd .lng on the .C91"11pa.ny. Any. such power so execUted and.s~aipd and ce.r:tlflcate so eKecuted ·an~ seale<! ~hall, wit~ respect· 19 an~ bond of undertaking to whtch It ls attached; c_ontlnue t~be ya11d and blildl~g .on the COmpany. . 0 I ~. 0 I •. 4 0 o o ' 0 0 0 • 0 • • • • • o • , , • I • • • 0 • 0 • ·, • I , 0 • 0 • 0 0 0 • • • ·, 0 • • ... IN-WITN.~SS -THER~OF, !RO~SHO~E IN_QEMNITY,I_NC. has ~us eel this Instrument to be slgne(J by ns OlretlQf,-~n.d 'lts _COrp_orate .Seal to be ·affixed this . :.7th ,day of.Allgus!;.i013 ·. . ' . . . . · . . · ' . IRONSHORE I_NDEMNITY:INC. · • ACKNOWlEDG£MEN:1'. _·. {)n this .1"'·oay of Augti~'t, :20i3, beforEi-m.e, 'personally Cl!me· o·anle.H. Slissm.~n to ri.e:~nown, Who belng duly'sworn.-dld dep~~e ani! saythathe ls·;he ... Plr!!ctor of lron'stiore .. lrideinnltY. )ric : I the (o,Poratlori ilesi:rioeiHn ancf wlilch eKecuted the :abolle Instrument; that -he executed said lnsir-Ument-.on: . . beticilf ofthe corpo.ratl6ri .by autlicirlt_y of his office under the:ey:Jaw5 of said corporation -. . . .. . . . .. . . . . triRTIFICATE . • , . • I, the undersigned; Sei:retary.of' IRONSHOR.E'INDEMNI'fY.INC., a· Mlnnes'ota Company, 'OO .HEREBV. ttRTIFY tharthe. original. Power of'Attoiney of .. : ._which ttie fo~egoing·ls Wue.and. correct i:Qp~,: is til f!Jif:force and· effeCt aod ha_s nQt been revoked and ~he ·resoi!Jtlons as ~~t-forth ar• now In force. . . Attachment 4 Page 27 of 30 Acknowledgement of Surety State of Tennessee County of Wilson On this, 24th day of March, 2015, located in and for said County and State, before me personally came Christopher L. Dobbs, to me known, who, being by me duly sworn, did depose and say that he resides in Mt. Juliet, TN; that he is the Attorney in Fact dully appointed for lronshore Indemnity Inc., the corporation described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said c9rporation to the Subdivision Faithful Performance, labor & Material Bond for LV Pacific Point LLC. In Witness hereof, I here unto set my hand and official seal. ~~ Notary Public Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: Attachment 4 Page 28 of 30 llOHI*-I~IIIC !VWICIAIITATDoiDif JIIW,IAA Y t.ftn&III~Mn.t.n&u:rntltftl ~~~tlftttf1tmtt:WtltfCN~tftn11tt\J "-~WIM'""""" ~~flwhpr~QIIIIc-ff~K:o-'1!1 .._ ..... ,., .... Coll.cuh"'!IMI .. IUM"""·"""-""' COIIII"I<I- Oor!wo ..... --·--.w..,.,_... loddlnloodlo.l rtiA-t4coll"'nJ..- "CCItfl10-h<IA'"""'....O ,_ ........... ..-...... -,.. ....... ,_o.,odoll _, .................. - u..-w.~,....,_.w ...... NI._ .. IM ...... ol- DMr!N'"""Mt.r.. IJ'fltfiNI:Illf:fl Moll W\JbiA'D~ bit 6rttftt4 lAd ...... .,. -'"'"""""""-""'-•-llotr .............. _..,.w .. --...,.w--•• OINflfMIIJ,.tllt'tOitta'Wlw.dtl ~IUIDJ.O'ldl Alltuf.Uttt:fMMtrtb-Vptlf~~ ~-.. ........... .._ ... _.,..._"'" ... ................... Guarurv t.Md•rtMM.w.ot.., '"'"" ,...,... ... 0\ ........ -. ... .,., .... 4, ... ,, ..... 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CMib~ ~ ...... _,. ___ ....,. rtllltlltll .-...--.. ...... ,.. .......... h ... ,,.._Col """"""" ,.,..Soova,.......,.S.VOC1114-o>4,,.,..,.tlif_ a~~MCAn I~Nth_IINrdoi_IOllw-ef"'' -................. loh-tlllot- -..... ~ .. of-wi,IOI). _ _,,,..,.,.,......,..., __ , ln_ .. ,_IIIOIII......,,..._II>-bNM ~~"· ao.w&Tri..Qinf' A.ol-·~~ lJ,WUI'otS IUOI~no 0 lU®.toe 0 0 0 (I 0 l,lii),QI (I 0 G 0 • 17..-oi.&W 0 HC.ll.t O,lll,m 0 10,107,ul G 0 • 0 t,605MI 0 ...... ~-................... loco~·-- laaod~ ... - """--. .-..ot\1-""'--"""" .,.,. _ _..,.... ...... _ .... ...., y.__IIM/Mo[ ....... f .... l ... ......_o.._ ...... , ...... ,_,,,,_.._.,_ MllflltftHiaWftOy UMIFMI~· M'/lrGflfVI~ """',.,,..,.,...,.......,,...-r .. , .. __ , rleh~a.veot~,.,,WI!dtt,.,.ll.lnltU.,..tit• -.. .-.......... _.. __ ,_ .. _.. --. .... a,..,.., olloco\o<l Pr6r.llloft~Mr&n.IKII Holtd~'"""'""'""'l-.lluo"'"'""_,>c>niH -~ Utlllty,., ... -aat.old~Hti ......... odolo .. ..,.. ... ......,.!"'·-.. J.UI,1" J...,._ 0 UU,WI rouc'!HOIOI~ IIIIUWJ tlO,tii.IIS . 0 . I!OA!U!! ~ ... -... ~-- _ .. _,.,._ ..... ...oos_ u...q,. .. -.l..,...l """""'--TOTALS IS,tlt,UO ·~· • 1JU,._071 (IUIU$41 110~117 ,lJOAI-* Attachment 4 Page 29 of 30 STATEOFNEWYORK ) ) ss.; COUNTY OF NEW YORK ) On the 1st day of April in the year 20 I 5 before me, the undersigned, personally appeared Jonas Stiklmius, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person or entity upon behalf of which the individual acted, executed the instrument. /) ,~a-¢1 ·0 ltd~ Signature att'd Office ofindividual taking acknowledgment USA A . PHELAN Noto'Y Pullh.:, Sta te of New York OunHII<!d In Nl?w Ycork County Reg No. 01PH6292618 Commiss ion Expires .Novambar 4, 2017 Attachment 4 Page 30 of 30