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22-0114_RIVER STREET AQUISITION COMPANY, LLC_Surety AgreementSURETY AGREEMENT River Street Marketplace Grading, Drainage, and WQMP Improvements THIS AGREEMENT is made by and between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation, hereinafter referred to as the "City," and RIVER STREET ACQUISITION COMPANY LLC, hereinafter referred to as "Developer." WITNESSETH WHEREAS, City will issue Precise Grading Permit No. B20-0545 to Developer to construct certain designated improvements upon a portion of that real property located at 31825 Los Rios Street, San Juan Capistrano, CA, 92675 such work being commonly referred to as PRECISE GRADING PLANS FOR THE RIVER STREET MARKETPLACE ("Project"). WHEREAS, San Juan Capistrano Municipal Code Section 8-2.08 requires the posting of financial security to secure the faithful performance for the grading and installation of related improvements connected with issuance of grading permits including the construction of drainage and protection devices and any other corrective work to remove and eliminate engineering and geological hazards. WHEREAS, San Juan Capistrano Municipal Code Section 8-2.09 authorizes the Building Official to require additional bonding as security to ensure against adverse aesthetic impacts arising from incomplete grading and/or improvements from development projects which have not been completed. WHEREAS, the Building Official finds that the proposed Project site is highly prominent and visible to the community, has unique topographic features or involves substantial grading of slope areas. NOW, THEREFORE, in consideration of the premises and promises hereinafter contained, City and Developer agree as follows: 1. Developer's Improvements Obligations. Developer shall, at its sole cost and expense, provide and furnish all labor, materials and equipment for the Project depicted on the plans entitled "PRECISE GRADING PLANS FOR RIVER STREET MARKETPLACE" as approved by the City Engineer, on December 20, 2021. The grading permit and plans, which describe all the work to be constructed pursuant to this Agreement, are on file in the office of the City's Building Official. Surety Agreement — Precise Grading Plan, Permit #1320-0545 Page 1 of 8 61147.02100\24835741.2 2. Developer's Security. Developer shall provide a cash deposit, irrevocable letter of credit, certificate of deposit or a bond by a duly authorized corporate surety subject to the approval of the City Attorney, or as approved by the City Engineer, to secure Developer's improvement obligations required under this Agreement ("Security"). The amount of the Security shall be ONE MILLION THREE HUNDRED THIRTY- FIVE THOUSAND EIGHT HUNDRED THIRTY-THREE DOLLARS ($1,335,833.00) for all grading, drainage and WQMP improvements as approved by the City Engineer. This Security shall also serve as security for restoration of the Project site. A copy of the performance bond form, as approved by the City Attorney, is attached hereto as Exhibit "C" and incorporated herein by this reference. Copies of approved irrevocable letter of credit forms and certificate of deposit form are available upon request. 3. Completion of Improvements. To ensure the protection of the public safety, health and welfare, Developer shall construct the Project in accordance with the schedule as set forth in Exhibit "A", and the conditions as set forth in Exhibit "B". Exhibit's "A" and "B" are attached hereto and incorporated herein by this reference. 4. Developer Default. In the event Developer does not complete the required improvements, including erosion and silt control measures within the time required, using Best Management Practices (BMP) in implementing a Water Quality Management Plan in full compliance with Orange County National Pollutant Discharge Elimination System (NPDES) Storm Water Implementation Agreement and San Juan Capistrano Municipal Code Section 8-14, or abandons the Project site, or suspends work for more than thirty-one (31) calendar days without written approval of the City, City shall have the right to immediately declare a default and to make demand on Developer's surety for performance of all obligations under this Agreement. 5. Restoration of Site. San Juan Capistrano Municipal Code Section 8-2.09 allows the city to require bonding as security to ensure against adverse aesthetic impacts arising from incomplete grading, drainage and/or improvements which includes illicit non - storm drain water discharge. The purpose of this security shall be to restore the property to a safe and acceptable condition in the event the Developer defaults. This restoration shall include but not be limited to the following: A. Dismantle and/or demolish improvements; B. Grade property to its original contours as shown on the approved grading plans. Surety Agreement — Precise Grading Plan, Permit #1320-0545 Page 2 of 8 61147.02100\24835741 2 C. Remove all debris and construction materials from the site; and D. Install erosion and silt control devices, including hydroseeding, to insure a uniform vegetative cover, or equivalent stabilization measures which include the use of such Best Management Practices as blankets, fiber matrices, catch basin filters, or other erosion resistant soil coverings or treatments to satisfaction of the Director of Engineering and Building. E. Protection and repair of existing public street, water, sewer and storm drain system(s). 6. Attorney's Fees. Developer agrees to pay City such sum as the court may judge as reasonable for the legal services of an attorney representing the City in an action brought to enforce or interpret the obligations of this agreement, and such sum shall be made a part of any judgment in such action against Developer if such action is determined in favor of the City. 7. Developer's Work in Safe Condition. Developer shall perform all work in a safe workmanlike manner and shall take such precautions as may be necessary to warn and protect the public from any dangerous condition caused by the Project. 8. Liability. City, its officials, officers, employees, agents, and volunteers shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of Developer, its agents or employees in the performance of this Agreement. Developer further agrees to protect, indemnify, and hold harmless City, its officials, officers, employees, agents, and volunteers from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, the alleged acts or omissions of Developer, its agents or employees in the performance of this Agreement, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the Project. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said Project, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design or construction of drainage systems, streets and other improvements. XXX SIGNATURES ON FOLLOWING PAGE Surety Agreement — Precise Grading Plan, Permit #B20-0545 Page 3 of 8 61147.02100\2483 5 741.2 SIGNATURE PAGE TO SURETY AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND RIVER STREET ACQUISITION COMPANY LLC FOR GRADING, DRAINAGE & WQMP IMPROVEMENTS IN WITNESS WHEREOF, the parties have executed this Agreement as of Ylvar �{ 2022 CITY OF SAN JUAN CAPISTRANO C %z� for Paul Melby, Building Official Dated: 1-14-22 Approved as to Form: Best Best & Krieger LLP Jeff Ballinger, City Attorney Dated: January 14, 2022 RIVER STREET ACQUISITION COMPANY LLC r� Cl Dan Almquist, Manager Dated: 1 Z Surety Agreement — Precise Grading Plan, Permit #B20-0545 Page 4 of 8 61147.02100\24835741.2 EXHIBIT"A" ESTIMATED SCHEDULE FOR COMPLETION OF IMPROVEMENTS - B20-0545 . Improvements Task Duration/Days Start Finish Commencement Clear and Grub, Demolition 0 1/5/22 1/5/22 15 1/5/22 1/26/22 WQMP BMP's & Erosion control est. 20 1/6/22 2/3/22 Over excavation 20 1/10/22 2/7/22 Import Fill, mass grading 25 2/8/22 3/10/22 Storm drainage 25 3/11/22 4/8/22 Building Pad Certifications 15 3/10/21 3/31/22 Bioretention basins 20 3/7/22 4/8/22 Retaining Structures, Drainage Culverts 25 4/6/22 5/11/22 Precise Grading 25 15 5/12/22 6/16/22 6/16/22 7/8/22 Final Inspection & Completion Total Duration 160 Surety Agreement — Precise Grading Plan, Permit #1320-0545 Page 5 of 8 61147.02100\24835741 2 EXHIBIT"B" CONDITIONS FOR COMPLETION OF IMPROVEMENTS 1. The grading for this project shall be in strict conformance with the grading plans as well as the San Juan Capistrano Municipal Code. 2. Grading operations shall commence within sixty (60) calendar days after issuance of Grading Permit No B20-0545. Winter grading will be conducted in strict accordance with the dynamic erosion and silt control plan submitted by the Developer, and approved by the City. This erosion and silt control plan reflects erosion and silt mitigation measures for expected grading conditions as the work progresses through the winter season and shall not be amended except with the permission of the City. In the event Developer does not wish to implement winter grading, or permission for winter grading is rescinded, static erosion and silt control plans reflecting current conditions of grading shall be submitted within ten (10) days of cessation of work. These plans shall: 1. Identify all pollutant sources including sources of sediment that may affect the quality of storm water discharges associated with the construction activity. 2. Include the erosion and sediment control planting and hydroseeding to insure a uniform vegetative cover or equivalent stabilization measures which include the use of such Best Management Practices as blankets, fiber matrices, catch basin filters or other erosion resistant soil covering or treatments to the satisfaction of the City Engineer. 3. Suspension in excess of thirty-one (31) calendar days of work authorized by approved grading plans and grading permit for subject property, including erosion and sediment control measures and landscaping and irrigation, shall constitute default of this agreement unless Developer has received approval from the City authorizing a suspension in excess of thirty-one (31) calendar days. 4. The supervising civil engineer and soils engineer shall file biweekly progress reports of all grading operations with the Building Official. An interim compaction report, for that work completed at the time work is suspended for the rainy season, shall be Surety Agreement — Precise Grading Plan, Permit #1320-0545 Page 6 of 8 61147.02100\24835741.2 filed with the Building Official. This interim report shall conform to the grading code requirements for final compaction reports. 5. Contractor shall control dust to the satisfaction of the Building Official or his deputy. During grading, Contractor shall keep water truck on site and dampen work area, grounds, and loaded trucks. 6. Grading operations suspended during the rainy season shall be resumed no later than 15 days from date of suspension termination unless the Developer has received approval from the City authorizing a suspension in excess of fifteen (15) days. 7. Installation of interim erosion and sediment control devices and systems shall commence within seven (7) days after rough grade certification has been approved by the Building Official and must be completed within fifteen (15) days of rough grade certification. Final erosion and sediment controls devices, planting, landscaping and irrigation systems shall be installed prior to final inspection of the grading permit. 8. All work shall be performed in strict observation of the Hours of Operation in accordance with San Juan Capistrano Municipal Code Section 8-1.03. 9. Contractor shall adhere to conditions of haul route permit and encroachment permit issued by the City Engineer. 10. Parking for construction crew is to be on-site. 11. Exoneration of Security: Developer's security shall be reduced to 90% upon signoff of precise grading permit. The remaining 10% of the security given by Developer shall not be released until the expiration of the warranty period and until any claims filed during the warranty period have been settled. Nothing herein shall limit the City's rights or the Developer or surety's obligations under this Agreement. 12. Warranty Period: 1 year from permit signoff by City. Surety Agreement — Precise Grading Plan, Permit #1320-0545 Page 7 of 8 61147 02100\24835741.2 EXHIBIT"C" PERFORMANCE BOND FORM Behind this page. Surety Agreement — Precise Grading Plan, Permit #B20-0545 Page 8 of 8 61147.02100\24835741.2 Bond Number: PB02356000002 Premium: $20,037 GRADING IMPROVEMENT AGREEMENT PERFORMANCE AND PAYMENT (LABOR AND MATERIALS) BONDS KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of San Juan Capistrano, California ("City") and River Street Acquisition Company LLC ("Principal'), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals necessary for all on-site grading, drainage, and WQMP improvements required for the River Street Marketplace, hereinafter ("Grading Improvements"); WHEREAS, the Grading Improvements to be performed by Principal are more particularly set forth in the Surety Agreement and approved Precise Grading Plans for The River Street Marketplace (B20-0545); ("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 On-site Grading Improvements constructed thereunder. 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 Philadelphia Indemnity Insurance Company ("Surety") a corporation organized and existing under the laws of the State of Pennsylvania and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto City 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 ONE MILLION THREE HUNDRED THIRTY FIVE THOUSAND EIGHT HUNDRED THIRTY-THREE DOLLARS ($1,335,833.00), said sum being not less than one hundred percent (100%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents, 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. 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. 61147.02100\24632175 1 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. 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. 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. 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. After substantial completion of the water improvements, City will withhold 25% of the bond as warranty of the improvement or receive a Warranty Bond for 25% of the construction cost for one full year after acceptance of the water facilities by the City. Prior to the release of 75% of the water improvement bond or acceptance of a replacement warranty bond, the Principal must submit a request in writing for release of the bond along with proofs of all payments to the contractors and vendors working under the water and sewer improvement bond to the City Utilities Department for review and approval. Once there is no evidence of any lien from vendors and contractors, City has 45 days to release the bond and/or accept a replacement warranty bond. IN WITNESS WHEREOF, we have hereunto set our hands and seals this 27th day of December 12021, (Corporate Seal) Principal RIVER STREET ACQUISITION COMPANY LLC Dan Almquist, Manager (Corporate Seal) 61147.02100\24632175.1 Surety Philadelphia Indemnity Insurance Company By I C, Al� - Matthew C. Gaynor (Attach Attorney -in -Fact Certificate) Title Attorney -in -Fact The rate of premium on this bond is $15.00 per thousand. The total amount of premium charges is $20,037.00 (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) Philadelphia Indemnity Insurance Company One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004-0950 (Name and Address of Agent or Representative for service of process in California, if different from above) Rancho Mesa Insurance Services. Inc. 250 Riverview Parkway,Suite 401 Santee. CA 92071 (Telephone number of Surety and Agent or Representative for service of process in California) Philadelphia Indemnity Insurance Company: 626-660-5695 Rancho Mesa Insurance Services: 619-937-0164 61147.02100\24632175.1 Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF Or c On ikf-,�K%-,Su,r 'ZZ .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. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and Corr c MARY W. CARNES WITNESS my hand and official seal. Notary Public - California Z IaMy Los Angeles CountyzCommission N 2267227 Comm. Expires Dec 13, 2022 Y Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) Title or Type of Document ❑ Partner(s) ❑ Limited ❑ General Number of Pages ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator Dale of Document ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) Signer(s) Other Than Named Above NOTE: This acknowledgment is to be completed for Principal. 61147.02100\24632175.1 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. I State of California County of San Diego On December 27, 2021 before me, Andrew Roberts, Notary Public (insert name and title of the officer) personally appeared Matthew C. Gaynor 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 (Seal) PHILADELPHIA INDEMNITY INSURANCE COMPANY One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint Matthew C. Gaynor, Daniel Frazee, Kim Vasquez, of Rancho Mesa Insurance Services, Inc. its true and lawful Attorney-in-fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $54,000,000. This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 141h of November, 2016. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 5TH DAY OF MARCH, 2021. • =L (Seal) """" Joh [310111b. President & CCO Philadelphia Indemnity Insurance Company On this 5a' day of March, 2021 before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed, Opmmcnwssllb of Ponnsylvanls - Notsry Seal Vs noose Mckenzle, Not Public Montgomery County My commission expires November 3, 2024 Commission number 1366394 McMbar,Ponntylva^ gA9506100r[of Nolaias Notary Public: residing at: Bala Cynwyd, PA My commission expires; November 3, 2024 I, Edward Sayago, Corporate Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do hereby certify that the foregoing resolution of the Board of Directors and the Power of Attorney issued pursuant thereto on the 5' day March, 2021 are true and correct and are still in full force and effect. I do further certify that John Glomb, who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY. In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 27th day of December 20 21 Edward Sayago, Corporate Secretary _ r PHILADELPHIA INDEMNITY INSURANCE COMPANY PHILADELPHIA INDEMNITY INSURANCE COMPANY One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint Matthew C. Gaynor, Daniel Frazee, Kim Vasquez, of Rancho Mesa Insurance Services, Inc. its true and lawful Attorney-in-fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed UO.Q00,000, This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14'h of November, 2016, RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal ofthe Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given, And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 5TH DAY OF MARCH, 2021. „.... 1 927 (Seal) loh Glamb. President & CEQ Philadelphia Indemnity Insurance Company On this 5' day of March, 2021 before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. I, Edward Sayago, Corporate Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do hereby certify that the foregoing resolution of the Board of Directors and the Power of Attorney issued pursuant thereto on the 5' day March, 2021 are true and correct and are still in full force and effect I do further certify that John Glomb, who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY. In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 30th day of Ncemn " -20 21 E 1-927 == Edward Sayago, Corporate Secretary i• r PHILADELPHIA INDEMNITY INSURANCE COMPANY Notary Public: tlemmanriiHlh C! Pennaylvrinla •Hoary Seal 'V W nesse Mckenzie, Notary Public Montgomery County My commission expires November 3, 2024 Commission number 1366394 Member. 11enn3yrva- q Alec clalIon of Pommes residing at: Bala Cynwyd, PA My commission expires: November 3, 2024 I, Edward Sayago, Corporate Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do hereby certify that the foregoing resolution of the Board of Directors and the Power of Attorney issued pursuant thereto on the 5' day March, 2021 are true and correct and are still in full force and effect I do further certify that John Glomb, who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY. In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 30th day of Ncemn " -20 21 E 1-927 == Edward Sayago, Corporate Secretary i• r PHILADELPHIA INDEMNITY INSURANCE COMPANY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On December 30, 2021 before me, Andrew Roberts, Notary Public (insert name and title of the officer) personally appeared Matthew C. Gaynor 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. ANDREW ROBERTS WITNESS my h nd fficial s I. Notary Public- California X San Diego County v V 6i � Comrnissien l/ 2317220 Nil, p`` My Comm. Expires Dec 26, 2023 Signature (Seal)