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15-0421_LV PACIFIC POINT_Agenda Report_F14TO: FROM: DATE: SUBJECT: 4/21/2015 F14 City of San Juan Capistrano Agenda^Report Karen p. Brust, City Manage^ ly ^ Keith Van Der Maaten, P.E., Public Works and Utilities Director^^^^^^'^^ ' Charles View, Development Services Directoi^N^ C~ Prepared by: Steve Kooyman, P.E., Public Works Assistant Director^ April 21, 2015 Consideration of Approval of Amendment 1 and Reinstatement of the Subdivision Improvement Agreements (Tract Maps 14196, 15609, 15687, 16747, 16749, 16750, 16751, and 16752), Amendment 2 and Reinstatement to the Improvement and Reimbursement Agreement, and Amendment 1 to the Agreement for Modifications to Water Facilities to Serve Tract 14196 for the Pacifica San Juan Development (Vested Tentative Tract Maps 14196 and 15609) (LV Pacific Point LLC) RECOMMENDATION: By motion: 1. Approve Amendment 1 and Reinstatement to Subdivision Improvement Agreements (Tract Maps 14196, 15609, 15687, 16747, 16749, 16750, 16751, and 16752), Amendment 2 and Reinstatement to the Improvement and Reimbursement Agreement and. Amendment 1 to the Agreement for Modifications to the Agreement for Modifications to Water Facilities to Serve Tract 14196 ("Amended Agreements"); and, 2. Direct the City Clerk to process the recordings of the Amended Agreements with the Orange County Recorder. EXECUTIVE SUMMARY: In April 2012, LV Pacific Point LLC ("Owner") gained control of the 416 lot 257-acre Pacifica San Juan/Point Residential Property Development ("Pacifica San Juan Project") associated with Vested Tentative Tract Maps 14196 and 15609 from SJD Partners LTD ("Former Developer") through bankruptcy proceedings. At the time of the transfer, there were two Vested Tentative Tract Maps (14196 and 15609) as approved by City Resolutions 92-6-16-4 and 03-09-16-06, respectively, with nine (9) Final Tract Maps recorded with associated Subdivision Improvement Agreements (Attachments 1- 9). In May 1999, the City entered into an Improvement and Reimbursement Agreement (Attachment 10) with a subsequent amendment in 2005 for off-site circulation improvement obligations as defined within City Resolutions 92-6-16-4 and 03-09-16-06. Additionally, in 1999, the Capistrano Valley Water District (Predecessor Water Agency City Council Agenda Report April 21, 2015 Page 2 of 10 to the City) entered into an Agreement for Modifications to Water Facilities to Serve Tract 14196 (Attachment 11), which was necessitated by major landslides adjacent to the Project that impacted the site and surrounding areas water system. Furthermore, as stated previously, the two Vested Tentative Tract Maps 14196 and 15609 ("VTTM 14196" and "VTTM 15609") were split into nine (9) Final Tract Maps ("Tracts") with associated Subdivision Improvement Agreements. In 2005, the City entered into four (4) of the nine (9) Subdivision Improvement Agreements for Tracts 14196, 15687, 16748, and 16749, and subsequently in 2006, the City entered into the remaining five (5) Subdivision Improvement Agreements for Tracts 15609, 16747, 16750, 16751, and 16752 with the Former Developer. On May 6, 2014, the City approved an Amendment to the Amended and Restated Development Agreement ("Amended Development Agreement") which extended the term of the agreement to January 16, 2017. The Owner has requested that the performance period of eight (8) of the nine (9) (all tracts, except Tract 16748) Subdivision Improvement Agreements be extended to January 16, 2017, which coincides with the City approved Amended Development Agreement extension date. All improvements within Tract 16748 are considered 100% complete; therefore, there is no need to extend the performance period of this Subdivision improvement Agreement. Other than this Agreement, each of the aforementioned agreements require updates to the terms of the agreement performance periods, remaining improvement costs with associated performance and payment bond amounts, and various other name changes and notifications. Therefore, staff completed Amendment 1 and Reinstatement to the eight (8) Subdivision Improvement Agreements (Attachments 12-19), Amendment 2 and Reinstatement to the Improvement and Reimbursement Agreement (Attachment 20), and Amendment 1 to the Agreement for Modifications to Water Facilities to Serve Tract 14196 (Attachment 21) ("Amended Agreements"). All Amended Agreements were reviewed and approved as to form by the City Attorney. Prior to the Owner gaining control of the project, there were certain Water Agreement fees and a Habitat Agreement fee deposit that were unpaid by the Former Developer. Over the course of the last several months, staff and the Owner have been working diligently on the fee and deposit reconciliation efforts with a final agreed amount due of $1,919,971. The Owner has paid this outstanding fee and deposit obligation; therefore, the Project is now current with respect to prior fees and deposits owed. All Amended Agreements have been partially executed by the Owner with Bonds and security deposit posted therefore; staff is recommending approving the Amended Agreements with LV Pacific Point LLC. DISCUSSION/ANALYSIS: General Location: The Project site is generally located in the area bounded by lnterstate-5 to the west, the San Juan Meadows project to the north, the Lomas San Juan neighborhood to the east and Camino Las Ramblas to the south (Attachment 22). City Council Agenda Report April 21, 2015 Page 3 of 10 General Plan Land Use Designation: Planned Community (PC) Zoning Map Designation: Planned Community (PC) Property: (Assessor Parcel Numbers: 675-081-17 thru 675-081-21, 23; 675-085-01 thru 675-085-48; 675-351-17; 675-411-01 thru 675-411-75; 675-421-01 thru 675-421-19; 675-431-01 thru 675-431-39; 675-441-01 thru 675-441-03; 675- 442-01 thru 675-442-07; 675-443-01 thru 675-443-03; 675-444-01 thru 675- 444-25; 675-451-01 thru 675-451-31; 675-461-01 thru 675-461-52; and 675- 471-01 thru 675-471-41) Owner: LV Pacific Point LLC, a Delaware Limited Liability Company Former Developer/Subdivider: SJD PARTNERS, LTD., a California limited partnership Surrounding General Plan Designations, Zoning Designations, and Existing Land Uses: Direction General Plan Land Use Zoning Use North Planned Community (PC) Planned Community (PC) Residential South NA NA Public Street/Freeway East Medium Low Density Residential Single Family Residential Residential West NA NA 1-5 Freeway The Pacifica San Juan Project was entitled in June 1992 for the development of 350 dwelling units on 292 acres including single-family residential and multiple-family residential housing as well as ancillary uses within Tentative Tract Map 14196 ("TTM 14196") with Pacific Point Partners, L.P. TTM 14196 was approved under City Resolution No. 92-6-16-4 which contained various Conditions of Approval. Additionally, Pacific Point Partners, L.P. entered into a Development Agreement with the City as approved by City Ordinance No. 706 on August 6, 1992. Subsequent to the original entitlements. Pacific Point Partners, L.P. transferred all rights, titles, and interest in the original entitlement to SJD Partners, Ltd. ("Former Developer"). During the mid-1990's the Former Developer completed various mass grading efforts within the Pacifica San Juan Project boundary inclusive of slope stabilization work for the active Window Hill landslide area. In the spring of 1998, the area outside the Tract 14196 boundary experienced several major geological failures that altered various slopes surrounding the development. One slide, which occurred on the east-facing slope of the off-site Neely property resulted in a Settlement Agreement between the Former Developer and the Neely Family Trust which required the Former Developer to obtain the necessary grading permits and approvals from the City to repair and restore the property. Subsequently on May 4, 1999, the Former Developer entered into an Agreement for Modifications to Water Facilities to Serve Tract 14196 ("McCracken Hill Agreement"), which provided for various interim and permanent water facilities modifications to the TTM 14196 water system due to the sites geological failures. City Council Agenda Report April 21, 2015 Page 4 of 10 Additionally, on November 16, 1999, the Neely Family Trust secured City Council approval of a twenty (20) year term Development Agreement. In 1999, the Former Developer entered into an Improvement and Reimbursement Agreement for the property. This agreement required the design and construction of six (6) off-site traffic circulation improvements with fair share developer costs and payment of the required pro-rata fair share obligations of three (3) off-site improvements with the associated timing within the City Resolution 92-6-16-4 Conditions of Approval. The initial fair share percentages and associated cost estimates within this agreement were based on past traffic impact information which was not validated at the time of the agreement execution. Therefore, provisions within the agreement provided for the Director of Engineering and Building to make adjustments to the pro-rata fair share percentages and costs unilaterally based on the results of the City's traffic model study for the Capistrano Circulation Fee Program. In 2000, the City completed the Capistrano Circulation Fee Program traffic study and in 2002, the Director of Engineering completed the pro-rata fair share cost updates for the Pacifica San Juan Project, which was provided to the Developer who posted the required Payment and Performance Bonds for the off-site circulation improvements in the amount of $3,911,458. In 2002, the City approved an Amended Development Agreement due to market conditions, site challenges and other factors which delayed the full build-out of the site. Subsequent to this action on September 16, 2003, the Pacifica San Juan Project was divided into two Vested Tentative Tract Maps (VTTM 14196 and VTTM 15609) pursuant to City Resolution 03-09-16-06 with associated Supplemental Environmental Impact Report. This Resolution also approved a rezone entitlement which amended a portion of the Forster Canyon Panned Community Comprehensive Development Plan and modified the existing development and zoning standards and permits up to 416 dwelling units. The increase in the maximum allowable dwelling units resulted from an amendment to the Comprehensive Development Plan's land use plan to change the "South R&D Site" to a residentially-designated site. The revised maps for VTTM 14196 and VTTM 15609 also included the creation of a landslide catch basin to mitigate geotechnical impacts of the project resulting from the prior landslides. In 2004, the City approved an Amended and Restated Development Agreement with the allowance for the development of up to 416 dwelling units as provided within the City Resolution 03- 09-16-6 with an extension for VTTM 14196 and VTTM 15609 to July 16, 2014. In 2003, the City approved a Water Facilities Agreement with SJD Partners, Ltd. for the Pacifica San Juan Project. This agreement required the Former Developer to construct certain off-site and on-site water facilities to service the project, including a 4 million gallon reservoir in the 760S zone (Phase 1) with terms for reimbursement and crediting of water development impact fees. In 2004, an Amendatory Agreement to the Water Facilities Agreement was approved by the City which removed the South Coast Water District, at their request, from the one-half capacity right of purchase of the 4 million gallon 760s Zone reservoir. In 2005, the City approved four (4) of nine (9) Subdivision Improvement Agreements for the development with SJD Partners LTD (Final Tract Maps 14196, 15687, 16748, and City Council Agenda Report April 21, 2015 Page 5 of 10 16749). Subsequently in 2006, the City approved the remaining five (5) Subdivision Improvement Agreements with SJD Partners LTD for Final Tract Maps 15609, 16747, 16750, 16751, and 16752. Each of the Subdivision Improvement Agreements included all the requirements to complete the in-tract works of improvement in accordance with City Resolution No's. 92-6-16-4 and 03-09-16-06 as well as the off-site circulation improvements further identified within the Improvement and Reimbursement Agreement. The performance period to complete the works of improvements for the nine (9) Subdivision Improvement Agreements was set at twenty-four (24) months with a provision within the agreements that allows the performance period to be extended by the City Engineer. Additionally, in 2005, the City approved an Amendment to the Improvement and Reimbursement Agreement due to certain delay issues beyond the Former Developers control. This amendment provided additional time to complete the off-site circulation improvements concurrently with the build-out of the project. The main timing trigger update requires the completion of the off-site circulation improvements prior to the completion of the connection of Avenida California between Las Ramblas and Valle Road. Between 2005 and 2008 home building activities did occur in the Pacifica San Juan project in two of the neighborhoods (Tracts 16748 and 16750). However, with the 2008 recession and market decline, the development stalled when the developer, SunCal, filed for Chapter 11 (bankruptcy), and the development's ownership was subsequently vested with Lehman Brothers Holdings Inc, (LV Pacific Point LLC). Of the approved 416 residential units, 98 have been constructed to date. Due to the bankruptcy proceedings, the performance period for the nine (9) subdivision improvement agreements needed to be extended. However, of the nine (9) agreements, only four (4) agreements (Tracts 15609, 16747, 16751, and 16752) were extended four times from 2008 to 2011 by the City Engineer with City Attorney concurrence culminating with the latest performance date of July 1, 2013. The agreement performance period for Tracts 14196, 15687, 16748, 16749, and 16750 were not extended. The owner has requested to extend the performance period of eight (8) of the nine (9) Subdivision Improvement Agreements to July, 16, 2017, which coincides with the recent May 6, 2014, City Council approved Amendment to the Development Agreement time extension. All work within Tract 16748 is complete, therefore, the Owner did not request to extend the performance period within this Subdivision Improvement Agreement. As part of the request, staff conducted an extensive field evaluation of the entire public infrastructure constructed ("Works of Improvement") and assessed the remaining Works of Improvements within each Tract, which is associated with the agreement obligations. Furthermore, the Subdivision Improvement Agreements and bonding requirements were evaluated and updated to insure that all remaining public facilities are constructed as required to serve the project and to protect the public health and safety. The percent completion of the Works of Improvements to date within each Tract is identified in Table 1 in the Fiscal Impact section of this Report, which is based on the extensive field assessment by staff. City Council Agenda Report April 21, 2015 Page 6 of 10 Since assuming control of the property in 2012, LV Pacific Point LLC has undertaken numerous steps to reactivate the remaining 257 acres of the site including conducting property maintenance, providing security, completing utility inspections, and working with staff to complete an extensive geotechnical and civil engineering assessment of the existing completed infrastructure. As a financial institution, Lehman Brothers Holdings/LV Pacific Point is not a residential development company or home builder. Therefore, upon City approval of the Amendment to the Development Agreement on May 6, 2014, and in conjunction with its maintenance and property assessment activities, the Owner has been actively preparing the project for sale to one or more development entities. A significant factor influencing the need to extend each Subdivision Improvement Agreement is the currently incomplete status of public improvements needed to support the Planned Community. As depicted within Table 1 within the Fiscal Impact section of this Report, only Tract 16748 is considered 100% complete. Furthermore, there are several off-site circulation improvements which have yet to be completed. Two, longer- term examples, are the reconstruction and signalization of the 1-5 Northbound Freeway ramps/La Novia AvenueA/alle Road intersection (currently proposed as a round-a-bout) and the completion of Valle Road improvements from the intersection of San Juan Creek Road to the intersection of La Novia/l-5 off ramps. In order to bring the various agreements to a current status, staff completed Amendment 1 and Reinstatement to the eight (8) Subdivision Improvement Agreements (Attachments 12-19), Amendment 2 and Reinstatement to the Improvement and Reimbursement Agreement (Attachment 20), and Amendment 1 to the Agreement for Modifications to Water Facilities to Serve Tract 14196 (Attachment 21). The main changes to the three (3) agreements mentioned were; owner name, developer/subdivider name, cost of remaining improvement updates and associated bonds and/or security amounts, performance period within the eight (8) Subdivision Improvement Agreements, insurance requirements, and updates for timing to complete the off-site circulation measures. All Amended Agreements were reviewed and approved as to form by the City Attorney. The Owner has paid the current outstanding fee obligations on the project; therefore, the project is now current with respect to prior fees and deposits owed. All Amended Agreements have been partially executed by the Owner with Bonds and security deposit posted. Currently the Owner has entered into a certain Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 9, 2015, with PVRE Investors LLC, a Delaware Limited Liability Company ("Developer"), who upon close of escrow, will be transferred from the Owner all rights, title, interest in any project entitlements and obligations, such as subdivision maps and conditions attached thereto, and all associated agreements with the City for the Pacifica San Juan Project. The anticipated close of escrow date is May 19, 2015. Therefore, prior to close of escrow staff will be returning to the May 5, 2015, City Council meeting for approval of Assignment and Assumption Agreements for all Agreements associated with this development that require City written consensus on the assignment, which will be by City Resolution. City Council Agenda Report April 21, 2015 Page 7 of 10 FISCAL IMPACT: The City received payment of the remaining Water Agreement Impact fees due in the amount of $1,389,970 from LV Pacific Point LLC. Additionally, a cash deposit in the amount of $530,001 was posted by LV Pacific Point LLC for the remaining security obligations with respect to the Habitat Agreement. The remaining payment of $106,400 for their "fair share" costs associated with the signal improvements at San Juan Creek Road and Valle Road is due prior to the 151^* building permit. Furthermore, the Capistrano Circulation Fee Program fees paid to date with credit amount for the off-site fair share improvement costs, as identified within the Improvement and Reimbursement Agreement, are considered paid for the 416 Residential Units as defined within the Amended Comprehensive Development Plan (CDP81-01, Ordinance 884). Therefore, the development fees and deposits are considered current. The collective agreements with associated total bond amounts posted are summarized within Table 1 (1). Table 1 -Works of Improvement Bond Summary Agreements Original Bond Amount Totals % Complete (3) Remaining Amount or Bond Amount (Amendment) Subdivision Improvement Agreement Tract 14196 (2) $1,784,807 83 $305,192 Subdivision Improvement Agreement Tract 15609 2,265,223 59 937,487 Subdivision Improvement Agreement Tract 15687 (4) 3,183,474 82 688,401 Subdivision Improvement Agreement Tract 16747 (4) 5,317,312 67 1,793,808 Subdivision Improvement Agreement Tract 16748 471,928 100 0 Subdivision Improvement Agreement Tract 16749 357,192 72 100,173 Subdivision Improvement Agreement Tract 16750 2,532,435 83 419,653 Subdivision Improvement Agreement Tract 16751 589,846 4 614,718 Subdivision Improvement Agreement Tract 16752 3,750,985 40 2,234,255 Improvement and Reimbursement Agreement 3,911,458 34 2,571,000 Water Facilities Agreement 5,550,514 100 0 $29,715,174.00 $9,664,687.00 City Council Agenda Report April 21, 2015 Page 8 of 10 Notes: (1) - There are some improvements listed within Table 1 that were not associated within the collective agreements, however, due to various drainage and other off-site requirements surrounding the development, the improvements were completed pursuant to approved improvement plans with separate associated bonds. (2) - The security deposit amount of $150,000 related to the Amendment 1 to the Agreement for Modifications to Water Facilities to Serve Tract 14196 is included within the Tract 14196 remaining Bond column. (3) - The percentage of completion for the Works of Improvement within each Tract reflects the field assessment physical improvement percentages (constructed improvements). Additional cost adjustments to the remaining Works of Improvements are also reflected in the Remaining Amount column. In one case (Tract 16751), the Works of Improvement are considered 4% physically complete, however, the remaining costs of the improvements has increased which resulted in the Bond amount increase. (4) - The remaining Bond amounts for Tracts 15687 and 16747 include remedial grading costs associated with Lots 1: School Site of Tract 15687 and Lots 1, 2, and H of Tract 16747. The total Bond amount of $2,791,268 is associated with a Surety Agreement for grading the entire TTM 14196 areas, of which $770,679 remain to be completed for the lots mentioned. This remaining amount is included within the amendments to the Subdivision Improvement Agreements for Tracts 15687 and 16747. ENVIRONMENTAL IMPACT: This project has been reviewed in accordance with the California Environmental Quality Act (CEQA) and the City's Environmental Administrator has determined that the project is exempt from further review pursuant to Section 15061(b)(3) of the CEQA Guidelines. PRIOR CITY CQUNCIL REVIEW: • On June 16, 1992, the City Council conditionally approved amendments to Comprehensive Development Plan (CDP) 81-02, Forster Canyon, and conditionally approved Vesting Tentative Tract Map (TTM) 14196 by City Resolution No. 92-6-16-4, Pacific Point (TMC) to allow the development of 350 dwelling units/lots on the 292 acre site. • On August 6, 1992, the City Council approved a ten year Development Agreement for the project effective through August 6, 2002. • On May 4, 1999, the Capistrano Valley Water District (former water Agency to the City), approved an Agreement for Modifications to Water Facilities to Serve Tract 14196 with SJD Partners, Ltd. City Council Agenda Report April 21, 2015 Page 9 of 10 • On July 14, 1999, the City Council approved an Improvement and Reimbursement Agreement with SJD Partners, Ltd. • 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 September 2, 2003, the City Council approved a Water Facilities Agreement with SJD Partners, Ltd. • On September 16, 2003, the City Council conditionally approved amendments to Comprehensive Development Plan (CDP) 81-02, Forster Canyon, and conditionally approved Vesting Tentative Tract Map 15609 by City Resolution No. 03-09-16-06, Pacifica San Juan for a portion of the Forster Canyon Planned Community to allow a total of 416 dwelling units on the SunCal portion of the development site. • On March 16, 2004, the City Council approved an Amendatory Agreement to the Water Facilities Agreement with SJD Partners, Ltd. • On June 15, 2004, the City Council approved the Amended and Restated Development Agreement effective July 16, 2004 - July 16, 2014. The extension was to allow for the completion of the construction of the approved residential units and completion of the planned public improvements serving the development. • On July 3, 2004, the City Council approved the Special 4(d) Interim Habitat Loss Implementation Agreement Tentative Tract Map 16750 with SJD Partners Ltd. • On November 1, 2005, the City Council approved the Agreement Establishing Soils Subsidence Remediation Program with SJD Partners Ltd. and the Pacifica San Juan Community Association. • On November 15, 2005, the City Council approved an Amendment to the Improvement and Reimbursement Agreement with SJD Partners Ltd. • On December 6, 2005, the City Council approved the Subdivision Improvement Agreements for Tract Map 14196, 15687, and 16749 with SJD Partners LTD. • On October 17, 2006, the City Council approved the Subdivision Improvement Agreements for Tract Map 15609, 16747, 16750, 16751, and 16752 with SJD Partners LTD. • On May 6, 2014, the City Council approved the Amendment to the Amended and Restated Development Agreement for the Pacifica San Juan Project between the City and LV Pacific Point LLC. City Council Agenda Report April 21, 2015 Page 10 of 10 COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS; . On March 11, 2014, the Planning Commission conducted a public hearing on the project and adopted a Resolution recommending City Council approval of the proposed extension to the Development Agreement. NOTIFICATION: LV Pacific Point LLC PVRE Investors LLC ATTACHMENT(S): Attachment 1 - Attachment 2 - Attachment 3 - Attachment 4 - Attachment 5 - Attachment 6 - Attachment 7 - Attachment 8 - Attachment 9 - Attachment 10 Attachment 11 Attachment 12 TM 14196 TM 15609 TM 15687 TM 16747 Subdivision Improvement Agreement Subdivision Improvement Agreement Subdivision Improvement Agreement Subdivision Improvement Agreement Subdivision Improvement Agreement Subdivision Improvement Agreement Subdivision Improvement Agreement Subdivision Improvement Agreement Subdivision Improvement Agreement TTM 16752 Improvement and Reimbursement Agreement Agreement for Modifications to Water Facilities to Serve Tract 14196 Amendment 1 and Reinstatement to the Subdivision Improvement Agreement TTM 14196 Agreement for Modifications to Water Facilities to Serve Tract 14196 TM 16748 TM 16749 TM 16750 TM 16751 Attachment 13 - Amendment 1 and Reinstatement to the Subdivision Improvement Agreement Attachment 14 - Attachment 15 - Attachment 16- Attachment 17 - Attachment 18- Attachment 19 - Amendment Agreement Amendment Agreement Amendment Agreement Amendment Agreement Amendment Agreement TM 15609 1 and Reinstatement to the Subdivision Improvement TM 15687 1 and Reinstatement to the Subdivision Improvement TM 16747 1 and Reinstatement to the Subdivision Improvement TM 16749 1 and Reinstatement to the Subdivision Improvement TM 16750 1 and Reinstatement to the Subdivision Improvement TM 16751 Amendment 1 and Reinstatement to the Subdivision Improvement Agreement TTM 16752 Attachment 20 - Amendment 2 and Reinstatement Improvement and Reimbursement Agreement Attachment 21 - Amendment 1 and Reinstatement Agreement for Modifications to Water Facilities to Serve Tract 14196 Attachment 22 - Location Map PACIFICA SAN JUAN VICINITY MAP Attachment 22 V REfcORlDING REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AND WHEN RECORDED, MAIL TO: Margaret R. Monahan, City Cierk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 &6103 City of San Juan Capistrano Recorded in Official Records, Orange County Tom Daly, Clerk-Recorder I ill III lililllilllllllllillllllll NO FEE 2005001036235 08:28am 12/29/05 212 143 A12 20 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 This Space for Recorder's Use Only rme of Document: SUBDIVISION IMPROVEMENT AGREEMENT TENTATIVE TRACT MAP 14196 SD ATTACHMENT 1 Recording Requested by and When Recorded Mail To: City of San Juan Capistrano Attention: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Margaret R. Monahan, City Clerk City of San Juan Capistrano SUBDIVISION IMPROVEMENT AGREEMENT SUBJECT: TENTATIVE TRACT MAP 14196 THIS AGREEMENT is made this j^^day of ^^;)^i.£>AA^2005, between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation, State of California, hereinafter referred to as "City" and SJD PARTNERS, LTD., a California limited partnership, whose mailing address is 1250 Corona Polnte Court, Suite 210, Corona CA 92879, hereinafter referred to as "Subdivider": WHEREAS, the tentative map application was conditionally approved by Resolution No 92-6-16-4; and, WHEREAS, Subdivider is 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 Subdivider proposes to do and perform certain work of improvement thereon as hereinafter set forth; and WHEREAS, City desires to assure that said proposed improvements will be done in a good workmanlike manner and in accordance with the laws now In force and effect in the City of San Juan Capistrano, California, the terms and conditions of which are Incorporated herein by reference; and WHEREAS. Subdivider declares that he is familiar with the pertinent regulations contained in the City Code and in the Subdivision Map Act (Govemment Code Sections 66410 to 66500) and agrees to comply therewith; and WHEREAS, a Final Map of said subdivision prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council. NOW THEREFORE, in consideration of the approval and acceptance by the City Council of City of said Final Map and the acceptance of easements therein offered for dedication for street and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows: 1. General Requirements: Subdivider shall comply with all the requirements specified in the "AMENDMENTTO 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)" dated November 15, 2005, the WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES, dated September 2. 2003 and its subsequent amendment dated March 16, 2004, the conditions of approval set fort in City Council Resolution No. 92-6-16-4 (for Tentative Tract Map 14196) and all applicable conditions of approval set fort in City Council Resolution No. 03- 09-16-06 (for Tentative Tract Map 15609) and shall, at his own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of improvement (the "Works of Improvement"), set forth in Exhibit "A", to the satisfaction of the City Engineer. Such work of improvement shall include but not be limited to the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement and the construction of all required off-site infra-structure and circulation improvements to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1®*) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east, as well as any improvements not included In the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic Impact analysis. This financial participation shali be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining wails, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1^*) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortepa Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% -2- Ortega Highway & 1-5 Northbound Ramps: Improvements: Construct westbound free right turn lane Fair share: 0.8% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^^ Building Permit, the applicant shall design and construct the off-site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. 1.3 Construction of Avenida California. Prior to issuance of thel 51 st Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^' Residential Building Permit any section of Avenida California Street leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction Prior to the completion of Avenida California, or the issuance of the 151®^ Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane -3- La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Realign La Novia Avenue and the 1-5 NB Ramps and install a traffic signal. Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen to a two-lane divided roadway. 2. Security: A. Subdivider shall, at all times beginning with the execution of this agreement, guarantee Subdivider's performance of this agreement 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: (i) A Faithful Performance Bond to ensure faithful performance of this agreement in regard to said improvements in the amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (11) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (iii) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and h addition to the security instruments referenced in Paragraph 2(A) above, Subdivider shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Subdivider shall provide a Landscape and Irrigation Warranty Bond warranting the -4 - landscape and irrigation Works of Improvement for a period of (1) year follov\/ing said acceptance against any defective work or labor done or defective material fumished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA). All Security Instruments required by this agreement, with the exception of the Landscape and Irrigation Warranty Bond, which Is submitted to the development's HOA, shall be kept on file with the City Clerk. The terms of the Security Instruments required by this agreement are hereby incorporated in this agreement by reference. City shall release the Faithful Performance Bond upon Subdivider's written request following acceptance by City of the Works of Improvement and Subdivider's delivery to City of the Warranty Bond for Works of Improvement. City shail release the Labor and Materials Bond upon Subdivider's written request and following acceptance by City of the Works of Improvement 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 Division Third of the Califomia 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) Subdivider has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Subdivider's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 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, -5- New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Subdivider's obligations under this Agreement, 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. 3. Time of Completion: All of the Works of Improvement shall be completed within twenty-four (24) months from the effective date of this Agreement. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Subdivider. Subdivider shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Paragraph 19 below. In the event that Subdivider fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. The City may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of paragraph 3 herein. Subdivider's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice -6 - from Subdivider or its contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in Califomia Govemment Code Sections 66499.11 -66499.20- 3/4. In this regard, Subdivider agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in paragraph 3 above or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Subdivider after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Agreement shail not become effective unless and until the subdivision map has been approved by the City Council and also accepted for recordation by the County Recorder of the County of Orange. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and City Engineer, signed by the Subdivider, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. -7- 7. Definitions and Ownership of [mprovements: The term "improvements" means; grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and ail other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Subdivider: Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall In no way relieve Subdivider of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplementals and revisions prepared by Subdivider or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Subdivider shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Subdivider shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which. In his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Subdivider shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Subdivider -8- shall complete a functional or operable Improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the plans and specifications, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence bv Subdivider: Subdivider shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. In the event the Subdivider is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency Is adequately corrected. 11. Repair and Replacements: Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection bv Citv: Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Subdivider shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. -9- No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the Citv Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract If such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials fumished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Agreement and without notification to any of the sureties referenced in paragraph 2, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Agreement and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Agreement that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. - 10- 15. No Warranty bv Citv: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance, injury or Damage: Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of City) insuring City, its officers, agents, and employees 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 liability and property damage insurance shall be not less than $500,000 for all damages arising out of bodily injury to or death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any one occurrence; and not less than $500,000 for all damages and/or destruction of property in any one occurrence and not less than $750,000 for all damages and/or destruction of property during the policy period. Said policy shall be in favor of Subdivider or its contractors and of the City, its officers, agents, and employees and shall 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 City shall have had at least ninety (90) days* notice in writing of such cancellation. The Subdivider hereby releases and agrees to defend, 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject - 11 - property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liability of Subdivider: The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shali In no way eliminate or lessen any of the Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Subdivider's Expenses: The Subdivider shall pay these additional expenses: a. The Subdivider shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Subdivider shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (Including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Subdivider be entitled to additional Inspections or final inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. - 12- d. Subdivider shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified 'Time of Completion" referenced in paragraph 3 above. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Subdivider agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Subdivider, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one year after City Council acceptance of the improvement work performed under this Agreement, any of the improvements or work done under this Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warrantv: Without limiting the foregoing, Subdivider warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain ail required landscaping in a vigorous and thriving condition for a period of twelve (12) - 13- months after completion and written acceptance thereof by the Director of Engineering and Building and by the Homeowner's Association. Only the warranty security for the landscape improvement shail be posted with the Homeowner's Association. All other security instruments shall be submitted to the City in accordance with Section 2 above. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. Default: 24.1 Remedies Not Exclusive: In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event Subdivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently pursue the cure of any such default to completion, City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attomey's Fees and Costs: In the event of any litigation arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attomey's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. -14 - 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Subdivider shall file with the Orange County Recorder a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Subdivider shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This agreement shall not be assignable by Subdivider without written consent of City. -15- IN WITNESS WHEREOF, two (2) identical counterparts of this agreement, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Subdivider herein named on the U? th day of December, 200 T, 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 goveming body. SJD PARTNERS, LTD., CITY OF SAN JUAN CAPISTRANO A California Limited Partnership Its: ATTEST: APPROVED AS TO FORM: John/Shaw, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit "A" -16- STATE OF CALIFORNIA COUNTY OF ) ss. ) On ^ hlcV/jnt-Cr- j2f before personally and me, appeared personally known to me (or^roved to me- on the basis of satisfactory-evidence) to be the person(») whpse namei^)(^) (are) subscribed to t|^. within instrument and acknowledged to me that ((He) (she) (they) executed the same in ^Hls.) (her) (their) authorized capacjtyj(ieSj, and that by ^^55) (her) (their) signature(^j on the Instrument the person(s), or the entity upon behalf of ^which the persor>(^) acted, executed the Instrument. WITNESS my hand and official seal. (SEAL) N!K1 WHITNEY Commission* 1426145 Nolory Public - California Oranae Countv 1 luu7l Notary Public in and/foXsaid State SUBDIVISION IMPROVEMENT AGREEMENT - TRACT 14196 EXHIBIT "A" WORKS OF IMPROVEMENT Type of Improvements: Grading Erosion and Silt Control Off-site Circulation Obligations Street and Related appurtenances Storm Drain Estimated Construction Cost Or Bond Amount Processed through BLDG. Division Processed through BLDG. Division Bonds were processed separately $ 296.000 $ 220,000 Sanitary Sewer Landscaping and Irrigation Street Monuments Water Improvements $ 103,000 $ 620,766 $ 26,500 $ 243,350 PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of Califomia ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 «& Civil Code 1181) On December 6. 2005 before me, Mitzi Ortiz, Deputy Citv Clerk, personally appeared David M. Swerdlin. Mayor, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. ^J,^. /^-4 Mitzi 0rtiz, l^uty City Clerk ', OPTIONAL Capacity Claimed by Signers Description of Attached Document Subdivision Improvement Agreement -Tentative Tract Map 14196 (SJD Partners) Title or Type of Document December 6, 2005 Date of Document None Signer(s) Other Than Named Above Mayor Title Signers are Representing City of San Juan Capistrano RECORDING REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano. CA 92675 AND WHEN RECORDED, MAIL TO: Margaret R. Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano Tom Daly, 2006000725671 08:22ani 10/27/06 roVo^J'o.OO°o.OO 0.00 0.00 0.00 0.00 This Space for Recorder's Use Only Title of Document: SUBDIVISION IMPROVEMENT AGREEMENT FINAL TRACT MAP 15609 ATTACHMENT 2 Recording Requested by and When Recorded Mail To: City of San Juan Capistrano Attention: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Margaret R. Monahan, City Clerk City of San Juan Capistrano SUBDIVISION IMPROVEMENT AGREEMENT SUBJECT: FINAL TRACT MAP 15609 THIS AGREEMENT is made this I'f' day of OoHbeC 2006. between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation, State of California, hereinafter referred to as "City" and SJD PARTNERS, LTD., a California limited partnership, whose mailing address is 1250 Corona Pointe Court, Suite 210, Corona CA 92879, hereinafter referred to as "Subdivider": WHEREAS, the tentative map application was conditionally approved by Resolution No 92-6-16-4; and, WHEREAS, Subdivider is 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 Subdivider proposes to do and perform certain work of improvement thereon as hereinafter set forth; and WHEREAS, City desires to assure that said proposed improvements will be done in a good workmanlike manner and in accordance with the laws now in force and effect in the City of San Juan Capistrano, California, the terms and conditions of which are incorporated herein by reference; and WHEREAS, Subdivider declares that he is familiar with the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and WHEREAS, a Final Map of said subdivision prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council. NOW THEREFORE, In consideration of the approval and acceptance by the City Council of City of said Final Map and the acceptance of easements therein offered for -1 - dedication for street and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows: 1, General Requirements: Subdivider shall comply with all the requirements specified in the "AMENDMENTTO 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)" dated November 15, 2005, the WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES, dated September 2, 2003 and its subsequent amendment dated March 16, 2004, the conditions ofapproval set fort in City Council Resolution No. 92-6-16-4 (for Tentative Tract Map 14196) and all applicable conditions of approval set fort in City Council Resolution No. 03- 09-16-06 (for Tentative Tract Map 15609) and shall, at his own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of improvement (the "Works of Improvement"), set forth in Exhibit "A", to the satisfaction of the City Engineer. Such work of improvement shall include but not be limited to the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement and the construction of all required off-site infra-structure and circulation improvements to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1^') building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east, as well as any improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal Improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1^') building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% -2 - Ortega Highway & 1-5 Northbound Ramos: Improvements: Construct westbound free right turn lane Fair share: 0.8% 1.2 Off-Site Circulation Improvement Construction. Prior to the Issuance of the 1®' Certificate of Occupancy, the applicant shall design and construct the off- site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. 1.3 Construction of Avenida California. Prior to issuance of thel 51st Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California Street, from the extension of Via California, all the way to Its intersection with Valle Road. For any phases of development prior to issuance of the 151^' Residential Building Permit any section of Avenida California Street leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction. Prior to the completion of Avenida California, or the issuance of the 151^ Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane -3- La Novia Avenue & Valle Road/1-5 Northbound Ramos: Improvements: Realign La Novia Avenue and the 1-5 NB Ramps and install a traffic signal. Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen to a two-lane divided roadway. 2. Security. A. Subdivider shall, at all times beginning with the execution of this agreement, guarantee Subdivider's performance of this agreement 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: (i) A Faithful Performance Bond to ensure faithful performance of this agreement in regard to said improvements in the amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (ii) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement In the additional amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (iil) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and n addition to the security instruments referenced in Paragraph 2(A) above, Subdivider shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall provide to City a Warranty Bond for Works of improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Subdivider shall provide a -4- Landscape and Irrigation Warranty Bond warranting the landscape and irrigation Works of Improvement for a period of (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA). All Security Instruments required by this agreement, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, shall be kept on file with the City Clerk. The terms of the Security Instruments required by this agreement are hereby incorporated in this agreement by reference. City shall release the Faithful Performance Bond upon Subdivider's written request following acceptance by City of the Works of Improvement and Subdivider's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Subdivider's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Subdivider has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Subdivider's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 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: (1) Any insurance company acting as surety shall have a minimum rating of A-IX, as rated by the current edition of Best's Key -5- Rating Guide published by A.M. Best's Company, Oldwick, New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Subdivider's obligations under this Agreement, 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. Time of Completion: All of the Works of Improvement shall be completed within twenty-four (24) months from the effective date of this Agreement. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Subdivider. Subdivider shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Paragraph 19 below. In the event that Subdivider fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. The City may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of paragraph 3 herein, Subdivider's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice -6- from Subdivider or its contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: Aftercommencementof construction of the Works of Improvement (or separable portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events of force majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11-66499.20- 3/4. In this regard, Subdivider agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in paragraph 3 above or within the time allowed herein, whichever is the later, and If City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Subdivider after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Agreement shall not become effective unless and until the subdivision map has been approved by the City Council and also accepted for recordation by the County Recorder of the County of Orange. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and City Engineer, signed by the Subdivider, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. -7- 7. Definitions and Ownership of Improvements: The term "improvements" means; grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Subdivider: Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplementals and revisions prepared by Subdivider or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Subdivider shall satisfy ail the conditions of approval set forth on the City approved tentative map for the Property. Subdivider shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Subdivider shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Subdivider -8- shall complete a functional or operable Improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the plans and specifications, Subdivider or its contractor shall Immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed Instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Subdivider: Subdivider shall give personal superintendence to the Works of improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. In the event the Subdivider is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City: Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Subdivider shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. -9- No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authoritv of the City Engineer: All required Improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract If such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and ail questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Agreement and without notification to any of the sureties referenced in paragraph 2, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Agreement and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Agreement that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. -10- 15. No Warranty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance. Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of City) Insuring City, its officers, agents, and employees 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 liability and property damage insurance shall be not less than $500,000 for all damages arising out of bodily injury to or death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any one occurrence; and not less than $500,000 for all damages and/or destruction of property in any one occurrence and not less than $750,000 for all damages and/or destruction of property during the policy period. Said policy shall be in favor of Subdivider or its contractors and of the City, its officers, agents, and employees and shall 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 City shall have had at least ninety (90) days' notice in writing of such cancellation. The Subdivider hereby releases and agrees to defend, 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject -11 - property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liabilitv of Subdivider: The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Subdivider's Expenses: The Subdivider shall pay these additional expenses: a. The Subdivider shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Subdivider shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Subdivider be entitled to additional inspections or final inspection and acceptance of anyof the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. -12- d. Subdivider shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in paragraph 3 above. Said actual costs include: inspection of Works of Improvement, engineer design revie\w, plan check and project development process. Subdivider agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Subdivider, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one year after City Council acceptance of the improvement work performed under this Agreement, any of the improvements or work done under this Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warranty: Without limiting the foregoing, Subdivider warrants and guarantees, materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) -13- months after completion and written acceptance thereof by the Director of Engineering and Building and by the Homeowner's Association. Only the warranty security for the landscape improvement shall be posted with the Homeowner's Association. All other security instruments shall be submitted to the City in accordance with Section 2 above. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. Default: 24.1 Remedies Not Exclusive: In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 Citv Right to Perform Work: In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event Subdivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Subdivider shall fall to diligently pursue the cure of any such default to completion. City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. - 14- 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Subdivider shall file with the Orange County Recorder a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Subdivider shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the ACity of San Juan Capistrano Digital Submission Standards®. These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This agreement shall not be assignable by Subdivider without written consent of City. - 15- !N WITNESS WHEREOF, two (2) identical counterparts of this agreement, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Subdivider herein named on the__15___th day of Scp-tembgf 2006. 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. SJD PARTNERS, LTD., A California Limited Partnership By:. Name: Rrmce \/. CooK CITY OF SAN JUAN CAPISTRANO , Mayor Its: (^enc (Attach Notary Acknowledgement) Attachment: Exhibit A APPROVED AS TO FORM: Joh/ Shaw, City Attorney -16- CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • SUSAN E. MOftAliS Conmlstk>n# 1632049 Notary Public - Calltorrta Orang© County My Comm. Expires Dec 25, NAME OF SIGNER(S) 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. 2009^ WITNESS my hand and official seal. uoam -I. ni {SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) DESCRIPTION OF ATTACHED DOCUMENT Subdivision Agreement - Tract §15609 TITLE OR TYPE OF DOCUMENT PARTNER(S) LIMITED 16 • GENERAL MANAGING MEMBER GENERAL COUNSEL OTHER: NUMBER OF PAGES 09/15/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. SUBDIVISION IMPROVEMENT AGREEMENT - TRACT 15609 EXHIBIT "A" WORKS OF IMPROVEMENT Type of Improvements: Grading Erosion and Silt Control Off-site Circulation Obligations Street and Related appurtenances Storm Drain Sanitary Sewer Landscaping and Irrigation Street Monuments Estimated Construction Cost Or Bond Amount Processed through BLDG. Division Processed through BLDG. Division Bonds were processed separately $319,287 $ 343,468 $378,797 $ 678,850 $ 15,500 Water and related appurtenances $114,291 Exhibit A PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California County of Orange City of San Juan Capistrano ) ss. ) (Gov't Code 40814 & Civil Code 1181) On October 17, 2006 before me, Maria Morris. Deputy Citv Clerk, personally appeared David M. Svtferdlin personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. (SEAL) ind and official seal. OPTIONAL Capacity Claimed by Signer Description of Attached Document Municipal Corporate Officer Mayor Title Subdivision Improvement Agreement - Final Tract Map 15609 (SJD Partners. LTD) Signer is Representing City of San Juan Capistrano Date: October 17, 2006 RECORDING REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, OA 92675 AND WHEN RECORDED, MAIL TO: Margaret R. Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano Recorded in Official Records, Orange County Tom Daly, Clerk-Recorder III NO FEE 2005001036234 08:28am 12/29/05 212 143 A12 20 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 This Space for Recorder's Use Only Title of Document: SUBDIVISION IMPROVEMENT AGREEMENT TENTATIVE TRACT MAP 15687 SD ATTACHMENT 3 Recording Requested by and When Recorded Mall To: City of San Juan Capistrano Attention: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Margaret R. Monahan, City Clerk City of San Juan Capistrano SUBDIVISION IMPROVEMENT AGREEMENT SUBJECT: TENTATIVE TRACT MAP 15687 THIS AGREEMENT is made this <^ '^dav of Per&m )ot>r 2005, between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation. State of California, hereinafter referred to as "City" and SJD PARTNERS, LTD., a California limited partnership, whose mailing address is 1250 Corona Pointe Court, Suite 210, Corona CA 92879, hereinafter referred to as "Subdivider": WHEREAS, the tentative map application was conditionally approved by Resolution No 92-6-16-4; and. WHEREAS, Subdivider is 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 Subdivider proposes to do and perform certain work of improvement thereon as hereinafter set forth; and WHEREAS, City desires to assure that said proposed improvements will be done in a good workmanlike manner and in accordance with the laws now in force and effect in the City of San Juan Capistrano, California, the terms and conditions of which are incorporated herein by reference; and WHEREAS, Subdivider declares that he is familiar with the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and WHEREAS, a Final Map of said subdivision prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council. NOW THEREFORE, in consideration of the approval and acceptance by the City Council of City of said Final Map and the acceptance of easements therein offered for -1 - dedication for street and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows: 1- General Requirements: Subdivider shall comply with all the requirements specified in the "AMENDMENTTO 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)" dated November 15,2005, the WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES, dated September 2, 2003 and its subsequent amendment dated March 16,2004, the conditions of approval set fort in City Council Resolution No. 92-6-16-4 (for Tentative Tract Map 14196) and all applicable conditions of approval set fort in City Council Resolution No. 03- 09-16-06 (for Tentative Tract Map 15609) and shall, at his own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of improvement (the "Works of Improvement"), set forth in Exhibit "A", to the satisfaction of the City Engineer. Such work of improvement shall include but not be limited to the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement and the construction of all required off-site infra-structure and circulation improvements to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1^') building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east, as well as any improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1^') building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% SD -2- Ortega Highway & 1-5 Northbound Ramos: Improvements: Construct westbound free right turn lane Fair share: 0.8% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^ Building Permit, the applicant shall design and construct the off-site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. 1.3 Construction of Avenida California. Prior to issuance ofthel 51st Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^' Residential Building Permit any section of Avenida California Street leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction Prior to the completion of Avenida California, or the issuance of the 151®' Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane -3- La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Realign La Novia Avenue and the 1-5 NB Ramps and install a traffic signal, Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen to a two-lane divided roadway. Security: A. Subdivider shall, at all times beginning with the execution of this agreement, guarantee Subdivider's performance of this agreement 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: (i) A Faithful Performance Bond to ensure faithful performance of this agreement in regard to said improvements in the amount of 100% of the estimated cost of construotion of the improvements (110% for water related improvements); and (ii) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (iii) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit 'A". B. In order to guarantee and warranty the Works of Improvement and h addition to the security instruments referenced in Paragraph 2(A) above, Subdivider shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Subdivider shall provide a Landscape and Irrigation Warranty Bond warranting the -4- landscape and irrigation Works of Improvement for a period of (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA). All Security Instruments required by this agreement, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, shall be kept on file with the City Clerk. The terms of the Security Instruments required by this agreement are hereby incorporated in this agreement by reference. City shall release the Faithful Performance Bond upon Subdivider's written request following acceptance by City of the Works of Improvement and Subdivider's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Subdivider's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Subdivider has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Subdivider's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 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, -5- New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Subdivider's obligations under this Agreement, 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. 3. Time of Completion: All of the Works of Improvement shall be completed within twenty-four (24) months from the effective date of this Agreement. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Subdivider. Subdivider shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Paragraph 19 below. In the event that Subdivider fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. The City may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of paragraph 3 herein, Subdivider's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice SD from Subdivider or its contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events of force majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in Califomia Government Code Sections 66499.11-66499.20- 3/4. In this regard, Subdivider agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in paragraph 3 above or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Subdivider after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4- Effective Date of Agreement: This Agreement shall not become effective unless and until the subdivision map has been approved by the City Council and also accepted for recordation by the County Recorder of the County of Orange. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and City Engineer, signed by the Subdivider, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. SD -7- 7. Definitions and Ownership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obliqations of Subdivider: Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplementals and revisions prepared by Subdivider or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to said codes and standards.and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Subdivider shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Subdivider shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Subdivider shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Subdivider SD «- shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the plans and specifications, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Subdivider: Subdivider shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. In the event the Subdivider is not exercising satisfactory superintendence, the City Engineer may order suspension of aH work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repairer replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City: Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Subdivider shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. SD -9- No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13- Authority of the City Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Agreement and without notification to any of the sureties referenced in paragraph 2, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein eras deemed necessary or desirable by the City Engineer to accomplish the purposes of this Agreement and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Agreement that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. -10- 15. No Warranty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance. Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Subdiyider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdiyider or to any other person, firm, or corporation whatsoeyer, for any injury or damage that may result to any person or property by or from any cause whatsoeyer in, on, or about the subdiyision of said land coyered by this Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this contract, Subdiyideris contractors shall furnish to City satisfactory eyidence of an insurance policy written upon a form and by a company (which meets with the approyal of City) insuring City, its officers, agents, and employees 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 liability and property damage insurance shall be not less than $500,000 for all damages arising out of bodily injury to or death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any one occurrence; and not less than $500,000 for all damages and/or destruction of property in any one occurrence and not less than $750,000 for all damages and/or destruction of property during the policy period. Said policy shall be in fayor of Subdiyider or its contractors and of the City, its officers, agents, and employees and shall 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 City shall haye had at least ninety (90) days' notice in writing of such cancellation. The Subdiyider hereby releases and agrees to defend, 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, howsoeyerthe same may be caused and whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject -11 - property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liability of Subdivider: The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Subdivider's Expenses: The Subdivider shall pay these additional expenses: a. The Subdivider shall cause to be made and/pr pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Subdivider shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Subdivider be entitled to additional inspections or final inspection and acceptanceof anyof the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. SD -12- d. Subdivider shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in paragraph 3 above. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Subdivider agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Subdivider, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one year after City Council acceptance of the improvement work performed under this Agreement, any of the improvements or work done under this Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warranty: Without limiting the foregoing, Subdivider warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) SD -13- months after completion and written acceptance thereof by the Director of Engineering and Building and by the Homeowner's Association. Only the warranty security for the landscape improvement shall be posted with the Homeowner's Association. All other security instruments shall be submitted to the City in accordance with Section 2 above. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations othenvise imposed by law. Default: 24.1 Remedies Not Exclusive: In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event Subdivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently pursue the cure of any such default to completion. City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. - 14- 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Subdivider shall file with the Orange County Recorder a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Subdivider shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This agreement shall not be assignable by Subdivider without written consent of City. SD - 15- IN WITNESS WHEREOF, two (2) identical counterparts of this agreement, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Subdivider herein named on the ii^th day of December, 2005, 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. SJD PARTNERS, LTD., CITY OF SAN JUAN CAPISTRANO A California Limited Partnership By: Its: ATTEST: Ma/gargiR. Monahan'^ CityGlerk- APPROVED AS TO FORM: (Attach Notary Acknowledgement) Attachment: Exhibit "A" SD -16- STATE OF CALIFORNIA COUNTY OF [jItM On ) ss. ) before me, M/c^ iCiu'/))Ui , personally appeared Brw:£ Ce'oJ<~ and — , personally known to me (or^pri^v^d-to-me-tjrrThertJastri^^ to be the personj»F whpse name(^/(is) (are) subscribed to thye. within instrument and acknowledged to me that ;^t^l(she) (theyfexecuted the same \n(^y{her) (their) authorized capacityXieglC and that by 'fm^). (her) (their) signaturej(s)"on the instrument the person(s), or the entity upon behalf of "which the personj^facted, executed the instrument. WITNESS my hand and official seal. (SEAL) NIKIWHrtNEY Comml$slon# 1426145 Notary Public - California Orange County Notary Public in a SUBDIVISION IMPROVEMENT AGREEMENT - TRACT 15687 EXHIBIT "A" WORKS OF IMPROVEMENT Type of Improvements: Grading Erosion and Silt Control Off-site Circulation Obligations Street and Related appurtenances Storm Drain Sanitary Sevi/er Landscaping and Irrigation Street Monuments Water Improvements Estimated Construction Cost Or Bond Amount Processed through BLDG. Division Processed through BLDG. Division Bonds were processed separately $ 1,180,000 $ 529,000 $ 280,000 $ 157,551 $ 10,500 $ 644,506 SD PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of Califomia County of Orange ) ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On December 6, 2005 before me, Mitzi Ortiz, Deputy City Clerk, personally appeared David M. Swerdlin, Mayor, personally known to me to be the person whose name is subscribed to the within instmment and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Mitzi 6rtiz, ^puty City Clerk OPTIONAL Capacity Claimed by Signers Description of Attached Document Mayor Title Subdivision Improvement Agreement Tentative Tract Map 15867 (SJD Partners) Title or Type of Document Signers are Representing City of San Juan Capistrano December 6, 2005 Date of Document None Signer(s) Other Than Named Above RECdRDING REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AND WHEN RECORDED, MAIL TO: Margaret R. Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano 2006000725670 08;22aro 10127/06 This Space for Recorder's Use Only Title of Document: SUBDIVISION IMPROVEMENT AGREEMENT FINAL TRACT MAP 16747 ATTACHMENT 4 Recording Requested by and When Recorded Mall To: City of San Juan Capistrano Attention: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Margaret R. Monahan, City Clerk City of San Juan Capistrano SUBDIVISION IMPROVEMENT AGREEMENT SUBJECT: FINAL TRACT MAP 16747 THIS AGREEMENT is made this if^aw of Qc^^flOOe, between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation. State of California, hereinafter referred to as "City" and SJD PARTNERS, LTD., a California limited partnership, whose mailing address is 1250 Corona Pointe Court, Suite 210, Corona CA 92879, hereinafter referred to as "Subdivider": WHEREAS, the tentative map application was conditionally approved by Resolution No 92-6-16-4; and, WHEREAS, Subdivider is 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 Subdivider proposes to do and perform certain work of improvement thereon as hereinafter set forth; and WHEREAS, City desires to assure that said proposed improvements will be done In a good workmanlike manner and in accordance with the laws now in force and effect in the City of San Juan Capistrano, California, the terms and conditions of which are incorporated herein by reference; and WHEREAS, Subdivider declares that he is familiar with the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and WHEREAS, a Final Map of said subdivision prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council. NOW THEREFORE, In consideration of the approval and acceptance by the City Council of City of said Final Map and the acceptance of easements therein offered for dedication for street and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows; 1. General Requirements: Subdivider shall comply with all the requirements specified in the "AMENDMENTTO 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)" dated November 15,2005, the WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES, dated September 2, 2003 and Its subsequent amendment dated March 16,2004, the conditions of approval set fort in City Council Resolution No. 92-6-16-4 (for Tentative Tract Map 14196) and all applicable conditions of approval set fort in City Council Resolution No. 03- 09-16-06 (for Tentative Tract Map 15609) and shall, at his own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of improvement (the "Works of Improvement"), set forth in Exhibit "A", to the satisfaction of the City Engineer. Such work of improvement shall include but not be limited to the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement and the construction of all required off-site infra-structure and circulation improvements to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1*') building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east, as well as any improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1*^*) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% -2 - Ortega Highway & 1-5 Northbound Ramps: Improvements: Construct westbound free right tum lane Fair share: 0.8% 1.2 Cff-Site Circulation Improvement Construction. Prior to the issuance of the 1^' Certificate of Occupancy, the applicant shall design and construct the off- site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. 1.3 Construction of Avenida California. Prior to issuance of thai 51st Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California Street, from the extension of Via California, ail the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151®' Residential Building Permit any section of Avenida California Street leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction. Prior to the completion of Avenida California, or the issuance of the 151®' Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane -3- La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Realign La Novia Avenue and the 1-5 NB Ramps and install a traffic signal. Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen to a two-lane divided roadway. 1.5 Jerwel Parcel/Storm Drain & Avenida California (SjValie Rd. Improvements. Final Map 16747 presently depicts a public easement for a storm drain line and a section of a dedicated public Road (Avenida California @ Valle Road) to be located on the AP # 666-301-11 (Ihe Property"). However, City holds only an easement to the Property for road widening purposes. Subdivider therefore must acquire an additional real property right (i.e, fee interest) to authorize both the construction and maintenance of these public facilities on this Property. City agrees to cooperate with Subdivider by lending its power of eminent domain, if necessary, to acquire Fee title to the Property. Subdivider agrees to pay for all costs associated with the eminent domain process, if necessary, as follows: 1) Subdivider shall pay for costs incurred in retaining an appraiser to appraise the value of the subject real property interest; 2) after City has adopted a resolution of necessity, the Subdivider shall then assume the obligation of retaining legal counsel to act as special counsel for the City in filing and completing an eminent domain action to acquire and pay for a fee title interest to the subject property. Subdivider shall be solely responsible for paying all legal fees and costs, and the award of the court for the total value of the property. Subdivider agrees and understands that City will not permit Subdivider's construction of the storm drain line or construction of the segment of Avendia Califomia until Subdivider has either; 1) acquired fee from the Property Owner on a voluntary basis, or, ii) acquired at least an eminent domain order of immediate possession ("DIP") based upon a complaint in eminent domain requesting acquisition of fee title. 2. Security: A. Subdivider shall, at all times beginning with the execution of this agreement, guarantee Subdivider's performance of this agreement 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: (1) A Faithful Performance Bond to ensure faithful performance of this agreement in regard to said improvements in the amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and -4- (ii) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (iii) A Subdivision Monument Bond In the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and h addition to the security instruments referenced in Paragraph 2(A) above, Subdivider shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Subdivider shall provide a Landscape and Irrigation Warranty Bond warranting the landscape and Irrigation Works of Improvement for a period of (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA). All Security Instruments required by this agreement, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, shall be kept on file with the City Clerk. The terms of the Security Instruments required by this agreement are hereby incorporated in this agreement by reference. City shall release the Faithful Performance Bond upon Subdivider's written request following acceptance by City of the Works of Improvement and Subdivider's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Subdivider's written request and following acceptance by City of the Works of Improvement 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 Division Third of the Califomia 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) Subdivider has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Subdivider's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 Form of Securitv Instruments. All Security Instruments shall meet the following minimum requirements and othen/vise shall be in a form acceptable to the City Attorney: (1) 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 surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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; (ill) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Subdivider's obligations under this Agreement, shall be irrevocable, and shall include as an additional obligation secured the responsibility to compensate City for all of the City's attomeys' -6- fees and litigation expenses reasonably incurred enforcing its rights under the Security instruments. 3. Time of Completion: All of the Works of Improvement shall be completed within twenty-four (24) months from the effective date of this Agreement. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Subdivider. Subdivider shall compensate the City for all costs reasonably incurred In having its authorized representatives perform the usual and customary engineering services during said extension as specified in Paragraph 19 below. In the event that Subdivider fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. The City may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost In completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of paragraph 3 herein, Subdivider's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice from Subdivider or its contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in Califomia Government Code Sections 66499.11-66499.20- 3/4. In this regard, Subdivider agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in paragraph 3 above or within the time allowed herein, whichever is the later, and if City thereafter -7- initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Subdivider after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Agreement shall not become effective unless and until the subdivision map has been approved by the City Council and also accepted for recordation by the County Recorder of the County of Orange. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and City Engineer, signed by the Subdivider, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. 7. Definitions and Ownership of Improvements: The term "Improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public Improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Subdivider: Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is -8- understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplemental and revisions prepared by Subdivider or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Subdivider shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Subdivider shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Subdivider shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Subdivider shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out ail items of work required for the contractor to complete its tasks. Incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the plans and specifications, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence bv Subdivider: Subdivider shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. In the event the Subdivider Is not exercising satisfactory superintendence, the City Engineer may order suspension of aN work within the subdivision until the deficiency is adequately corrected. -9- 11. Repair and Replacements: Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of Califomia, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repairer replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection bv City: Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Subdivider shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. No Inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authoritv of the Citv Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work - 10 - performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Agreement and without notification to any of the sureties referenced in paragraph 2, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Agreement and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Agreement that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. 15. No Warranty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance, iniurv or Damage: Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider 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 Agreement, or any part thereof. -11 - 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of City) insuring City, its officers, agents, and employees 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 liability and property damage insurance shall be not less than $500,000 for all damages arising out of bodily injury to or death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any one occurrence; and not less than $500,000 for all damages and/or destruction of property in any one occurrence and not less than $750,000 for all damages and/or destruction of property during the policy period. Said policy shall be in favor of Subdivider or its contractors and of the City, its officers, agents, and employees and shall 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 City shall have had at least ninety (90) days' notice in writing of such cancellation. The Subdivider hereby releases and agrees to defend, 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liabilitv of Subdivider: The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be -12- construed in any manner to constitute an acceptance and approval of any or all of the required improvements In said subdivision. 19. Subdivider's Expenses: The Subdivider shall pay these additional expenses: a. The Subdivider shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Subdivider shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Subdivider be entitled to additional inspections or final inspection and acceptanceof any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. d. Subdivider shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified 'Time of Completion" referenced in paragraph 3 above. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Subdivider agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. - 13- 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Subdivider, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one year after City Council acceptance of the improvement work performed under this Agreement, any of the improvements or work done under this Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warranty: Without limiting the foregoing, Subdivider warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) months after completion and written acceptance thereof by the Director of Engineering and Building and by the Homeowner's Association. Only the warranty security for the landscape improvement shall be posted with the Homeowner's Association. All other security instruments shall be submitted to the City in accordance with Section 2 above. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default: 24.1 Remedies Not Exclusive: In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. - 14- 24.2 Citv Right to Perform Work: In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event Subdivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently pursue the cure of any such default to completion, City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Subdivider shall file with the Orange County Recorder a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Subdivider shall submit to the City Engineerfor review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of ail improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This agreement shall not be assignable by Subdivider without written consent of City. - 15- IN WITNESS WHEREOF, two (2) Identical counterparts of this agreement, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Subdivider herein named on the IS th day of ^sipcUrnhsx^^ 2006, 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. SJD PARTNERS, LTD., A Califomia Limited Partnership By:. Name: P>rure. V. CooK CITY OF SAN JUAN CAPISTRANO David , Mayor Its: G(Lnfj-Ql Counsel onahan. City Clerk (Attach Notary Acknowledgement) APPROVED AS TO FORM: Attachment: Exhibit A -16- CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • SUSAN E. M0RAU8 \ Cofnmlu(on# 1632049 | Notary PuWIc - Calltorr*! | Orange Coonty t My Comm. Exptrei Dec 26,200^ NAME OF SlGNER(S) 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. WITNESS my hand and official seal. L6<oann CD. Gj<..e^ {SIGNA TURK OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED DESCRIPTION OF ATTACHED DOCUMENT Subdivision Agreement - Tract It16747 TITLE OR TYPE OF DOCUMENT 16 GENERAL • MANAGING MEMBER ^ GENERAL COUNSEL • OTHER: NUMBER OF PAGES 09/15/06 DATE OF DOCUMENT SIGNER IS REPRESENTING. NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. SUBDIVISION IMPROVEMENT AGREEMENT - TRACT 16747 EXHIBIT "A" WORKS OF IMPROVEMENT Type of Improvements: Grading Erosion and Silt Control Off-site Circulation Obligations Street and Related appurtenances Storm Drain Sanitary Sewer Landscaping and Irrigation Street Monuments Water and related appurtenances Estimated Construction Cost Or Bond Amount Processed through BLDG. Division Processed through BLDG. Division Bonds were processed separately $ 1.639,486 $ 1,537,973 $434,156 $ 923,526 $ 18,500 $763,671 Exhibit A PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of Califomia County of Orange City of San Juan Capistrano ) ss. (Gov't Code 40814 & Civil Code 1181) On October 17, 2006 before me, Maria Morris. Deoutv Citv Clerk, personally appeared David M. Swerdlin personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. (SEAL) Id and official seal. OPTIONAL Capacity Claimed by Signer Description of Attached Document Municipal Corporate Officer Mavor Title Subdivision Improvement Agreement - Final Tract Map 16747 (SJD Partners, LTD) Signer is Representing City of San Juan Capistrano Date: October 17, 2006 RECORDING REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AND WHEN RECORDED, MAIL TO: Margaret R. Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 &6103 City of San Juan Capistrano Recorded in Official Records, Orange County Tom Daly, Clerk-Recorder IliillllllllllliNOFEE 2005001036236 08:28am 12/29/05 212 143 A12 20 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 This Space for Recorder's Use Only Title of Document: SUBDIVISION IMPROVEMENT AGREEMENT TENTATIVE TRACT MAP 16748 SD ATTACHMENT 5 Recording Requested by and When Recorded Mail To: City of San Juan Capistrano Attention: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Margaret R. Monahan, City Clerk City of San Juan Capistrano SUBDIVISION IMPROVEMENT AGREEMENT SUBJECT: TENTATIVE TRACT MAP 16748 THIS AGREEMENT is made this [ day of i£Xj,Ai^C!ei2005, between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation. State of California, hereinafter referred to as "City" and SJD PARTNERS, LTD., a California limited partnership, whose mailing address is 1250 Corona Pointe Court, Suite 210, Corona CA 92879, hereinafter referred to as "Subdivider": WHEREAS, the tentative map application was conditionally approved by Resolution No 92-6-16-4; and, WHEREAS, Subdivider is 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 Subdivider proposes to do and perform certain work of improvement thereon as hereinafter set forth; and WHEREAS, City desires to assure that said proposed Improvements will be done in a good workmanlike manner and in accordance with the laws now in force and effect in the City of San Juan Capistrano, Califomia, the terms and conditions of which are incorporated herein by reference; and WHEREAS, Subdivider declares that he Is familiar with the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and WHEREAS, a Final Map of said subdivision prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council. NOW THEREFORE, in consideration of the approval and acceptance by the City Council of City of said Final Map and the acceptance of easements therein offered for SD -1 - dedication for street and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows: 1. General Requirements: Subdivider shall comply with all the requirements specified in the "AMENDMENTTO 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)" dated November 15, 2005, the WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES, dated September 2, 2003 and its subsequent amendment dated March 16, 2004, the conditions of approval set fort in City Council Resolution No. 92-6-16-4 (for Tentative Tract Map 14196) and all applicable conditions of approval set fort in City Council Resolution No. 03- 09-16-06 (for Tentative Tract Map 15609) and shall, at his own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of improvement (the "Works of Improvement"), set forth in Exhibit "A", to the satisfaction of the City Engineer. Such work of improvement shall include but not be limited to the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin Inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement and the construction of all required off-site infra-structure and circulation improvements to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1*^) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east, as well as any improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal Improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1^') building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% Ortega Highway & 1-5 Northbound Ramps: Improvements: Construct westbound free right turn lane Fair share: 0,8% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^' Building Permit, the applicant shall design and construct the off-site improvement listed below to its ultimate standard configurations In accordance with the City's Master Plan of Streets and Highways and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral In the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via Califoimia: Improvements: Install a traffic signal and construct a separate southbound right-tum lane. 1.3 Construction of Avenida California. Prior to issuance of thel 51st Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^' Residential Building Permit any section of Avenida California Street leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation improvement Construction Prior to the completion of Avenida California, or the issuance of the 151®' Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane -3- La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Realign La Novia Avenue and the 1-5 NB Ramps and install a traffic signal. Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen to a two-lane divided roadway. Security: A. Subdivider shall, at all times beginning with the execution of this agreement, guarantee Subdivider's performance of this agreement 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: (i) A Faithful Performance Bond to ensure faithful performance of this agreement in regard to said improvements in the amount of 100% of the estimated cost of construction of the Improvements (110% for water related improvements): and (ii) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements): and (ill) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and h addition to the security Instruments referenced in Paragraph 2(A) above, Subdivider shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (il) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Subdivider shall provide a Landscape and Irrigation Warranty Bond warranting the -4 - landscape and irrigation Works of Improvement for a period of (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA). All Security Instruments required by this agreement, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, shall be kept on file with the City Clerk. The terms of the Security Instruments required by this agreement are hereby incorporated in this agreement by reference. City shall release the Faithful Performance Bond upon Subdivider's written request following acceptance by City of the Works of Improvement and Subdivider's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Subdivider's written request and following acceptance by City of the Works of Improvement and after expiration of the time within which lien claims are required to be made pursuant to Article 3 (commencing with Section3114) of Chapter 2 of Title 15 of Part 4 of Division Third of the Califomia 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) Subdivider has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Subdivider's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 Form of Security Instruments. All Security Instruments shall meet the following minimum requirements and otherwise shall be in a form acceptable to the City Attomey: (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, -5- New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Subdivider's obligations under this Agreement, shall be irrevocable, and shall include as an additional obligation secured the responsibility to compensate City for all of the City's attomeys' fees and litigation expenses reasonably incurred enforcing its rights under the Security Instruments. Time of Completion: All of the Works of improvement shall be completed within twenty-four (24) months from the effective date of this Agreement. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Subdivider. Subdivider shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Paragraph 19 below. In the event that Subdivider fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. The City may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions ofparagraph 3 herein, Subdivider's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice from Subdivider or its contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events of force majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11-66499.20- 3/4. In this regard, Subdivider agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in paragraph 3 above or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Subdivider after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Agreement shall not become effective unless and until the subdivision map has been approved by the City Council and also accepted for recordation by the County Recorder of the County of Orange. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and City Engineer, signed by the Subdivider, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. - 7 - 7. Definitions and Ownership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Subdivider: Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplementals and revisions prepared by Subdivider or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that Its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Subdivider shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Subdivider shall also perform all work and furnish ail materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Subdivider shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Subdivider SD 8- shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full Intent and meaning of the plans and specifications, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instmctions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Subdivider: Subdivider shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. In the event the Subdivider is not exercising satisfactory superintendence, the City Engineer may order suspension of aH work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of Califomia, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection bv City: Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Subdivider shall pay the cost of inspections. City's Inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided: unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. SD 9- No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: All required improvements shall be constructed underthe inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the Improvements (existing or new) that occurs during or after installation of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision In regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and ail questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Agreement and without notification to any of the sureties referenced In paragraph 2, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Agreement and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Agreement that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. SD 10 15. No Warranty bv City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or Implied, to Subdivider or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance. Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of City) insuring City, its officers, agents, and employees 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 liability and property damage insurance shall be not less than $500,000 for all damages arising out of bodily injury to or death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any one occurrence; and not less than $500,000 for all damages and/or destruction of property in any one occurrence and not less than $750,000 for all damages and/or destruction of property during the policy period. Said policy shall be in favor of Subdivider or Its contractors and of the City, its officers, agents, and employees and shall 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 City shall have had at least ninety (90) days' notice in writing of such cancellation. The Subdivider hereby releases and agrees to defend. 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject SD -11 property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liability of Subdivider: The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Subdivider's Expenses: The Subdivider shall pay these additional expenses: a. The Subdivider shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Subdivider shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Subdivider be entitled to additional inspections or final inspection and acceptanceof any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. SD - 12 - d. Subdivider shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in paragraph 3 above. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Subdivider agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Subdivider, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one year after City Council acceptance of the improvement work performed under this Agreement, any of the improvements or work done under this Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warrantv: Without limiting the foregoing, Subdivider warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) SD 13- months after completion and written acceptance thereof by the Director of Engineering and Building and by the Homeowner's Association. Only the warranty security for the landscape improvement shall be posted with the Homeowner's Association. All other security instruments shall be submitted to the City In accordance with Section 2 above. The warranty provided herein shall not be In lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. Default: 24.1 Remedies Not Exclusive: In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of, City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event Subdivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently pursue the cure of any such default to completion, City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover Its reasonable attomey's fees and costs. Such attomey's fees and costs shall include fees and costs on any appeal, and In addition a party entitled to attomey's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action Is prosecuted to judgment. -14- 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Subdivider shall file with the Orange County Recorder a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Subdivider shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This agreement shall not be assignable by Sutxlivider without written consent of City. SD -15- IN WITNESS WHEREOF, two (2) identical counterparts of this agreement, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Subdivider herein named on the ipth day of December, 2005, 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. SJD PARTNERS, LTD., A Califomia Limited Partnership By:. Name: Its: CITY OF SAN JUAN CAPISTRANO By: , Mayor ATTEST: (Attach Notary Acknowledgement) Attachment: Exhibit "A" Margarei^R. Monahiap,'City Clerk ^ APPROVED AS TO FORM: JohnyShaw, City Attomey -16 - STATE OF CALIFORNIA COUNTY OF (ftt •LM ) ss. ) On 1 before personally and me, appeared personally known to me (or-prQufiH to me on the ha^iff of Tntlrfn'^Wy "vi'l"ii''") to be the person(^ whose name(a/>({i^)'(are) subscribed to ttje within instrument and acknowledged to me that 4^ (she) (they) executed the same inX^) (her) (their) authorized capacity^iek^T and that by ^1p) (her) (their) signature,(^ on the instrument the person(s), or the entity upon behalf of which the person(^^cted, executed the instrument. WITNESS my hand and official seal. (SEAL) NIKI WHITNEY I CommlMlon# 1426145 | Notary Public • California \ Orange County i My Comm. Expires Jun 23,2007) Notary Public in and far said State SD SUBDIVISION IMPROVEMENT AGREEMENT - TRACT 16748 EXHIBIT "A" WORKS OF IMPROVEMENT Type of Improvements: Grading Erosion and Silt Control Off-site Circulation Obligations Street and Related appurtenances Storm Drain Sanitary Sewer Landscaping and Irrigation Street Monuments Water Improvements Estimated Construction Cost Or Bond Amount Processed through BLDG. Division Processed through BLDG. Division Bonds were processed separately $ 161,000 $ 45,000 $ 51,000 $ 471,928 $ 20,000 $ 117,043 SD PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of Califomia ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On December 6. 2005 before me, Mitzi Ortiz. Deputy City Clerk, personally appeared David M. Swerdlin. Mayor, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instmment. WITNESS my hand and official seal. Mitz/Ortg^ Deputy CitytClerk OPTIONAL Description of Attached Document Subdivision Improvement Agreement - Tentative Tract Map 16748 (SJD Partners) Title or Type of Document December 6, 2005 Date of Document Capacity Claimed by Signers Mayor Title Signers are Representing City of San Juan Capistrano None Signei(s) Other Than Named Above BOND ISSUED IN THREE COUNTERPARTS BOND NUMBER: SU5018420 PREMIUM: $4,719.00 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.1) WHEREAS, the City Council of the City of San Juan Capistrano, State of Califomia, and SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP (hereafter designated as "Principal"), have entered into a Subdivision Agreement whereby Principal agrees to install and complete certain designated public Improvements, which said Agreement dated , 20 , and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful perfomiance of said Agreement to guarantee certain work, more particularly described as follows: TRACT 16748 - LANDSCAPE NOW, THEREFORE, we, the Principal and ARCH INSURANCE COMPANY , as Surety, are held firmly bound unto the City of San Juan Capistrano (hereafter called "Obligee"), in the sum of FOUR HUNDRED SEVENTY-ONE THOUSMD NINE HUNDRED TWENTY-EIGHT & NO/100— Dollars, f$ 47i.928.00 ) 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 Principal shall promptly and faithfully perform said improvements, then the obligation shall be null and void; otherwise It shall remain in full force and effect. Surety waives any rights, if there be any. to require that a demand be made first against the Principal In the event of default. BE IT FURTHER RESOLVED: 1. As a part of the obligation secured hereby, and in addition to the face amount specffied, there shall be Included costs and reasonable expenses and fees, including reasonable attomey's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and induded in any judgment rendered. 2. Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or nnodification of the contract documents or of the work to be perfomied thereunder, shall In any way affect its obligations or this txjnd, 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. Executed this 2isT day of NOVEMBER , 20 05 . at ORANGE , California. PRINCIPAL SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP BY: SJD DEVELOPEMENT CORP., A CALIFORNIA CORPORATION, AS GENERAL PARTNER (NOTARIZATICN AND SEAL) (fimiAwmw CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Los Angeles On November 28, 2005 before me, Susan E. Morales/Notary Public NAME, TITLE OF OFFICER personally appeared Bruce V. Cook NAMEOFSIGNER(S) 3 Personally known to me - or - • 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 npAiEVV executed the same in his/her/their authorized capacity(ies). ^"coMi^*^^ and that by his/her/their signature(s) on the Instrument the Notary pobiicxaiifomia ^ person(s), or the entity upon behalf of which the person(s) MvgSfoSo^ \, executed the instrument. WITNESS my hand and official seal. {SIGNA TVRE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED n GENERAL DESCRIPTION OF ATTACHED DOCUMENT Bond TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR 3 OTHER: General Counsel 11/21/05 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, LTD CAUFOttNIA ALL-PURPOSE ACKNOWLEDGMENT Stale of CALIFORNIA County of Q^ANGE On NOVEMBER 21. 2005 boforS mG, CYNTHIA S. WOZNEY, NOTARY FUBLIC DATE KA*C, TTTU Of OmCER - E(L'JANE DOE. HOTAflV PUBUr personally appeared TODD M. ROHM NAME(S)OFaONEn(S| 0 personally known to me • OB -fBqsnitustixH^nfixorvq^^ to be the personCs) whose name(s) is/aiiac subscribed to the within Instrument and ac- ^ knowtedged to me that he/shsdbe^ executed the same In his/feacdkoix authorized capacUydliBs), and that by hls/bsEtttaali slgnature(s) on the instrument the person(^. or the entity upon behalf of which the person(e) acted, executed the instrument. WITNESS my hand and officia! seal. OPTIONAL Though the tJata betow te nol requked by law, R may prove valuab^ fraudulent reattachment of this lorm. CAPACITY CLAIMED BY SIGNER • INOtVIDOAL • CORPORATE OFRCER OESCRIPTION OF ATTACHED DOCUMENT PERFORMANCE BOND TmJE OR TYPE OF DOCUMENT • PARTNER(S) • UMTTED • GENERAL 0 ATTORNEY-INTV^CT • TRUSTEE(S) • QUARDtAWCONSERVATOR • OTHER: NUMBER OF PAGES MPVEMBER Zl, 2005 DATE OF DOCUMENT SIGNER IS REPRESENTINQ: NAME OF KRSC»KS> on OrnTYpES) ARCH INSURANCE COMPANY SIQNER(8) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Know All Men By These Presents; That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Todd M. Rohm, Cathy S. Kennedy, Sejal P. Lange, D. J. Picard and Baata A. Sensi of Orange, CA (EACH) Hs true and lawful Attomey(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 its act and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY is granted to make, execute, seal and detlver bonds or undertakings that guarantee the payment or coliection of any promissory note, check, draft or letter of credit This authority does not pemnil thie same oWigaeon to be spilt into two or more bonds in order to bring each such bond within the doflar limit of authority as set forth herein. The Company may revoke this appointmenl at any time. The execution of such bonds and undertakings in pursuance of these presents shall be as:btoding upon the said Company as fuOy and amply to all intents and purposes, as if the same had been duly exe^Xited and acimowtedged by its regularty elected officers at its principal office In Kansas City, Missouri. ''" This Power of Attomey is executed by authority of resolutiorTS adopted by unanimous consent of the Board of Directors of the Company on March 3,2003, true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in lull force and effect: •VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated In writing and filed with the Secret^, or the Secretary shaS have the power and authority to appoint agents and attorneys-in-fact,. and to authorize tfiem to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings, otdigatory In the nature thereof, and any such officers of the Company may appoint agents for acceptance of process." This Power of Attomey Is signed, sealed and certified by facsimie under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on March 3, 2003: VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Seaetary, may be affixed by facsimile on any power of attomey or bond executed pursuant to the resolution adopted by the Board of Directors on March 3, 2003. and any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shal continue to be vaiki and blrtolng upon the Company. OOML0013 00 03 03 Page 1 of 2 Printed to U.S.A. In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers, this 1st day of Aprit 20 03 . Arch insurance Company Attested and Certified Joseph S. , Corporate Secretary Thomas P. Luckstone. Vice President STATE OF CONNECTICUT SS COUNTY OF FAIRFIELD SS I Melissa B. GHIIgan, a Notary Public, do hereby certify thai Thomas P. Luckstone and Joseph 3. LabeB personally known to me to be the same persons whose names are respectively as Vice Presidenl and Corporate Secretary of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of Missouri, subscribed to the foregoing instrumenL appeared before me tois day in person and severally acknowtedged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of sakJ corporation and as their own free and voluntary acts for the uses arvl purposes therein set forth. OFnCW-SEAL MBJSSA B. tamOWt, Notary PHbfc Stale of Comociajt My C^wniSiton&pfcesFetxuaY 28.2005 •Ma . Gilligan. Notary Public My commission expires 2-28-05 Z^ CERTIFICATION I, Joseph S. LabeiL Corporate Secretary of the Arch InsurarKe Company, do hereby certify that the attached Power of Attomey dated April 1.2003 on behalf of the pefson(s) as listed above Is a true and correct copy and that the same has been in fufl force and effect since the date thereof and is In full force and effect on the date of this certificate; and I do further certify that the said Thomas P. Luckstone. wtx> executed the Power of Attomey as Vice President, was on the date of execution of the attached Power of Attomey the duly elected Yice President of the Arch Insurance Company. IN TESTIMONY WHEREOF, I have hereunto subscnbed my name and affixed the corporate seal of the Arch Insurance Company on this 21ST day of NOVEMBER , 20 05 . 11, Corporate Secretary This Power of Attomey limits the acts of those named therein to the bonds and undertaktogs specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated. Home Office: Kansas City, MO 0OMLOO13 00 03 03 Page 2 of 2 Printed in U.S.A. BOND ISSUED IN THREE COUNTERPARTS BOND NUMBER: SU5018420 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) WHEREAS, the City Coundl of the City of San Juan Capistrano, State of Carrfomia,and sjD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP (hereafter designated as "Principal"), have entered into a Sutxiivision Agreement whereby Prindpal agrees to install and complete certain designated public improvements more particularly described as follows; TRACT 16748 - LANDSCAPE WHEREAS said Agreement dated . 20_ Is hereby referred to made a part hereof; dnd WHEREAS, said Principal is required, under the terms of said AgreemenL to furnish a bond for the faithful performance of said Agreement; NOW. THEREFORE, we, the PrincipaJ and ARCH INSURANCE COMPANY , as Surety, are held firmly bound unto the TWENTY-EIGHT & NO/100 Dollars, ($ 471,928.00 ) 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, fimiiy by these presents. NOW, THEREFORE, the condition of this obligation is such that rf the above bound Prindpal, 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. Page 1 of 3 conditions and provisions In the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in alt respects according to their true intent and meaning, and shall indemnify and save harmless the City, its offers, agents and employees as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. Surety waives any rights, if there be any, to require that a demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED; 1. As a 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 attomey's fees, incumed by City in successfully enforcing such obligation, all to be taxed as costs and induded in any judgment rendered. 2. Said Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms 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, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Prindpal and Surety herein named on the 21ST day of NOVEMBER , 20 05 . 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. Page 2 of 3 PRINCIPAL SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP BY: SJD DEVELOPMENT CORP., A CALIEO^IA CQRfORATION, AS GENERAL PARTNER BY: (NOTARIZATION AND SEAL) APPROVED AS TO FORM: By. J John R. Shaw, City Attomey SURETY ARCH INSURANCE COMP/ BY: TODD M. ROHM, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) NOTE: Please Attach Acknowtedgement and Power of Attomey Page 3 of 3 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Los Angeles On November 28, 2005 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • SUSANE.MORAUtS I COMM-#1332202 n Notary Publlc-Californt* u LOS ANGELES COUNTV M«Co(mn.Exp.Dec25.I00i> \ NAME OFSIGNER(S) 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 capacrty(les), 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. WITNESS my hand and official seal. (SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED • GENERAL ] ATTORNEY-IN-FACT ] TRUSTEE(S) • GUARDIAN/CONSERVATOR M OTHER: General Counsel DESCRIPTION OF ATTACHED DOCUMENT Bond TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 11/21/05 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, LTD CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of. CALIFORNIA County Of ORANGE On NOVEMBER 21, 2005 DATE personally appeared TODD M. ROHM before me, CYNTHIA s. WOZNEY, NOTARY PUBLIC NAME, Tm£ OF OOKER - to, • JANE OOe, HOtMW PUBUCr NAME{5)0FGIQNEfl(S) 0 personally known to me - OR -QtpKHiBiJxtoamfixeNxtts^^ to be the person(5c) whose name{s) is/arac subscribed to the within instrument and ac- knowtedged to me that he/stnsjttbe^ executed the same in his/foacdtbsii authorized capacltyObM), and that by hls/Jaseajfthjeii signature(s) on ttie instrument the person{^, or the entity upon behalf of which the person(s^ acted, executed the instrument. II * > * i> CYNTHIA S. WOZNEY COMM. 01362259 Notary Public-CaMfomia ORANGE COUNTY My Cormn. Exp. Jun« 25,2006 F W g^AVM'P W WV M m WITNESS my hand and offidal seal. OPTIONAL Though the data below b fKrt roi^Jlred by law,« nwy prove valuable to por^ fraudulent reattachment of Ihb form. CAPACITY CUIMED BY SIGNER • INDMOUAL • CORPORATE OfnCER •nn£(s> • PARTNER(S) • UMITH) • GENERAL 0 ATTORNEY-IN-FACT • TRUSTEE(S) • GUARCMANAXWSERVATOR • OTHER: SIGNER IS REPRESENTING: NAMEOFpERSOHC^onamrrOES) ARCH INSURANCE COMPANY DESCRIPTION OF AHACHED DOCUMENT LABOR AND MATERIAL BOND TITLE OR TYPE OF tXXXJMEMT NUMBER OF PAGES NOVEMBER 21. 2005 DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Know All Wen By These Presents: That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having Its prindpal office in Kansas City, Missouri (hereinafter referred to as the 'Company") does hereby appoint Todd M. RofrtTi, Cathy S. Kennedy, Sejal P. Lange, D. J. Picard and Beata A. Sensl of Orange, CA (EACH) its true and lawful Attomey(s)-in-FacL to make, execute, seat, and deliver from the date of issuance of this power for and on Its behalf as surety, and as Its ad and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY b granted to make, execute, seal and deliver bonds or undertakings that guarantee the payment or collection of any promissory note, check, draft or letter of credit Thte authority does not permK the same obligation to be split into two or more borxls In order to bring each such bond within the dollar limit of authority as set forth herein. The Company may revoke thb appointment at any time. The execution of such bonds and undertakings in pursuance of these presents Shalt be as:binding upon the said Company as fuUy arxl amply to all fritente and purposes, as if the same hadTj^eini ckily exi&CUted and acknowledged by its regularty dected officers ^ lb principal offk» in Kansas City, Missouri. . ' ' . ^ This Power of Attorney b executed by authority of resdutions adopted by unanimous consent of the Board of Directors of the Company on March 3,2003, frue and accwate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being fri full force and effect: "VOTED, That the Chairman of the Board, the PresWeol, or any Vice President, or their appointees designated In writing and filed with the Secretary, or Ihe Secretaiy shall have the power and authority to appoint agen'te and attomeys-kvfact, and to authorize them to execute on behalf of the Company, and attach the seal of tiie Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings, obligatory in the nature thereof, and any such officers of tfie Company may appoint agents for acceptance of process." This Power of Attomey b signed, sealed and certified by facsimile under and by authority of the foitowing resolution adopted by the unanimous consent of the Board of Directors of the Company on March 3,2003: VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attomey or bond executed pursuant to the resolution adopted by the Board of Directors on March 3, 2003, and any such power so executed, sealed and certtfied with respect to any bond or undertaking to which it Is attached, shall continue to be valid and binding upon the Company. 00ML0013OO 03 03 Page 1 of 2 Printed in U.S.A. In Testimony Whereof, the Company has caused this instrument to be signed and its corporale seal to be affixed by their authorized officers, this 1st day of April , 20 03 _ . Arch Insurance Company Attested and Certified Joseph S. Corporate Secretary Thomas P. Luckstone, Vice President STATE OF CONNECTICUT SS COUNTY OF FAIRFIELD SS I Melissa B. Gilligan, a Notary Public, do hereby certify that Thomas P. Luckstor>e and Joseph S. Label! personally known to me to be the same persons whose names are respectively as Vice fYesident and Corporate Secretary of the Arch Insurance Company, a Corporation organized and existing under the laws of ttie State of Missouri, subscribed to ttie foregoing instrument, appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth. OFFIOALSEAL MaiSSA D. GLUGAK Notay Pvfafc Stale cfConrwctcU lligan. Notary My commission expires 2-28-05 CERTIFICATION I, Joseph S. Labell, Corporate Secretary of the Arch Insurance Company, do hereby certify that the attached Power of Attomey dated April 1.2003 on behalf of the person(s) as listed above Is a true and correct copy and that the same has been in fuB force and effect since tlie date thereof and is In fuB force and effect on the date of this certificate; and I do further certify that tfio said Thomas P. Luckstone, wtio executed the Power of Attomey as Vice President, vras on ttie date of execution of the attadied Power of Attomey the duly elected Vice President of tiie Arch Insurance Cociipany. IN TESTIMONY WHEFIEOF. I have hereunto subscribed my name and affixed the corporate seal of ttie Arch Insurance Company on this 21ST day of NOVEMBER , 20 Q5 . II, Corporate Secretary This Power of Attomey limits the acts of those named therein to the bonds and undertakings specificaily named therein and they have no authority to bind tfie Company except in the manner and to the extent herein stated. Home Office: Kansas City, MO OOML0O13O0O3 03 Page 2 of 2 Printed in U.S.A. ARCH Insurance Company ARCH Surety NOTICE - DISCLOSURE OF TERRORISM PREMIUM In accordance with the Terrorism Risk Insurance Act of 2002, we are providing this disclosure notice for bonds on which Arch Insurance Company is the surety. DISCLOSURE OF PREMIUM The portion of the premium attributable to coverage for terrorist acts certified under the Act is Zero Dollars ($0.00). DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM LOSSES The United States will pay ninety percent (90%) of covered terrorism losses exceeding the applicable insurer deductible. RECORDING'REQCJESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AND WHEN RECORDED, MAIL TO: Margaret R. Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 &6103 City of San Juan Capistrano 2005001036237 08;28am 12/29/05 r„Vo»'o.0O 0.00 0.00 0.00 0.00 O.00 This Space for Recorder's Use Only Title of Document: SUBDIVISION IMPROVEMENT AGREEMENT TENTATIVE TRACT MAP 16749 ATTACHMENT 6 Recording Requested by and When Recorded Mail To: City of San Juan Capistrano Attention: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Margaret R. Monahan, City Clerk City of San Juan Capistrano SUBDIVISION IMPROVEMENT AGREEMENT SUBJECT: TENTATIVE TRACT MAP 16749 THIS AGREEMENT Is made this u^-^day ofrvv^xxWr 2005, between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation. State of California, hereinafter referred to as "City" and SJD PARTNERS, LTD., a California limited partnership, whose mailing address is 1250 Corona Pointe Court, Suite 210, Corona CA 92879, hereinafter referred to as "Subdivider": WHEREAS, the tentative map application was conditionally approved by Resolution No 92-6-16-4; and, WHEREAS. Subdivider Is 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 Subdivider proposes to do and perform certain work of improvement thereon as hereinafter set forth; and WHEREAS, City desires to assure that said proposed improvements will be done in a good workmanlike manner and in accordance with the laws now in force and effect in the City of San Juan Capistrano, California, the terms and conditions of which are incorporated herein by reference; and WHEREAS, Subdivider declares that he is familiar with the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and WHEREAS, a Final Map of said subdivision prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council. NOW THEREFORE, in consideration of the approval and acceptance by the City Council of City of said Final Map and the acceptance of easements therein offered for -1 - dedication for street and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows: 1. General Requirements: Subdivider shall comply with all the requirements specified in the "AMENDMENTTO 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)" dated November 15.2005, the WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES, dated September 2, 2003 and its subsequent amendment dated March 16,2004, the conditions of approval set fort in City Council Resolution No. 92-6-16-4 (for Tentative Tract Map 14196) and all applicable conditions of approval set fort in City Council Resolution No. 03- 09-16-06 (for Tentative Tract Map 15609) and shall, at his own cost and expense, provide all required tests, design work, equipment, materials and latior in order to complete all of the works of improvement (the "Works of Improvement"), set forth In Exhibit "A", to the satisfaction of the City Engineer. Such work of improvement shall include but not be limited to the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement and the construction of all required off-site infra-structure and circulation improvements to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1^') building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east, as well as any Improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to. grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1^^) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following Improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% -2- Q/tega Highway & 1-5 Northbound Ramps: Improvements: Construct westbound free right turn lane Fair share: 0.8% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^' Building Permit, the applicant shall design and construct the off-site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements; Install a traffic signal and construct a separate southbound right-turn lane. 1.3 Construction of Avenida California. Prior to issuance of thel 51st Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151*' Residential Building Permit any section of Avenida California Street leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction Prior to the completion of Avenida California, or the issuance of the 151*' Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valie Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane -3- La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Realign La Novia Avenue and the 1-5 NB Ramps and install a traffic signal. Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen to a two-lane divided roadway. Security: A. Subdivider shall, at all times beginning with the execution of this agreement, guarantee Subdivider's performance of this agreement 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: (I) A Faithful Performance Bond to ensure faithful performance of this agreement in regard to said improvements in the amount of 100% of the estimated cost of construction of the improvements (110% for water related Improvements); and (II) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (ill) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown In Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and h addition to the security instruments referenced in Paragraph 2(A) above, Subdivider shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Subdivider shall provide a Landscape and Irrigation Warranty Bond warranting the -4- landscape and irrigation Works of Improvement for a period of (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA). All Security Instruments required by this agreement, with the exception of the Landscape and Irrigation Warranty Bond, which Is submitted to the development's HOA, shall be kept on file with the City Clerk. The terms of the Security Instruments required by this agreement are hereby incorporated in this agreement by reference. City shall release the Faithful Performance Bond upon Subdivider's written request following acceptance by City of the Works of Improvement and Subdivider's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Subdivider's written request and following acceptance by City of the Works of Improvement and after expiration of the time within which lien claims are required to be made pursuant to Article 3 (commencing with Section 3114) of Chapter2 of Title 15 of Part 4 of Division Third 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) Subdivider has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Subdivider's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 Form of Securitv 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, -5- New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Subdivider's obligations under this Agreement, 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. 3. Time of Completion: All of the Works of Improvement shall be completed within twenty-four (24) months from the effective date of this Agreement. The time for completion may be extended by the City Engineer, In writing, for good cause shown by the Subdivider. Subdivider shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Paragraph 19 below. In the event that Subdivider fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. The City may require Subdivider. or his surety, to pay the City In advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of paragraph 3 herein, Subdivider's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice -6 - from Subdivider or its contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. 3 .2 Continuous Work: Aftercommencementofconstruction of the Works of Improvement (or separable portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events of force majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11-66499.20- 3/4. In this regard, Subdivider agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in paragraph 3 above or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Subdivider after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Agreement shall not become effective unless and until the subdivision map has been approved by the City Council and also accepted for recordation by the County Recorder of the County of Orange. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed within the area delineated on the Final Map. the Subdivider must file a written statement with the City Clerk and City Engineer, signed by the Subdivider, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. -7- 7. Definitions and Ownership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Subdivider: Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplementals and revisions prepared by Subdivider or Its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and In accordance with responsible construction practices. In addition to the foregoing, Subdivider shall satisfy ail the conditions of approval set forth on the City approved tentative map for the Property. Subdivider shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which. In his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications The intent of the plans and specifications referenced above Is to prescribe a complete work of improvement, which Subdivider shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Subdivider -8- I shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the plans and specifications, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Subdivider: Subdivider shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. In the event the Subdivider is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency Is adequately corrected. 11. Repair and Replacements: Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City: Subdivider shall at all times maintain proper facilities and provide safe access for Inspection by City to all parts of the work and to the shops where the work is in preparation. The Subdivider shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. -9- No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the Improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after Installation of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials fumlshed and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Agreement and without notification to any of the sureties referenced in paragraph 2, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Agreement and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Agreement that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. - 10- 15. No Warranty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or \warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance. Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of City) insuring City, its officers, agents, and employees 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 liability and property damage insurance shall be not less than $500,000 for all damages arising out of bodily injury to or death of one person and not less than $1,000,000 for alt damages arising out of bodily injuries to or death of more than one person in any one occurrence; and not less than $500,000 for all damages and/or destruction of property in any one occurrence and not less than $750,000 for all damages and/or destruction of property during the policy period. Said policy shall be in favor of Subdivider or its contractors and of the City, its officers, agents, and employees and shall 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 City shall have had at least ninety (90) days' notice in writing of such cancellation. The Subdivider hereby releases and agrees to defend, indemnify and hold the City harmless from and against any and ail 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject -11 - property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liability of Subdivider: The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other Improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Subdivider's Expenses: The Sutxlivider shall pay these additional expenses: a. The Subdivider shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Subdivider shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as estatilished by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Subdivider be entitled to additional inspections or final Inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including, without (imitation, charges for applicable penalties and additional required Inspections. - 12 - d. Subdivider shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in paragraph 3 above. Said actual costs include; inspection of Works of Improvement, engineer design review, plan check and project development process. Subdivider agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactorv Completion: Upon the satisfactory completion of the Works of Improvement by the Subdivider, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one year after City Council acceptance of the improvement work performed under this Agreement, any of the Improvements or work done under this Agreement falls to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warranty: Without limiting the foregoing, Subdivider warrants and guarantees; materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) - 13 - months after completion and written acceptance thereof by the Director of Engineering and Building and by the Homeowner's Association. Only the warranty security for the landscape improvement shall be posted with the Homeowner's Association. All other security instruments shall be submitted to the City in accordance with Section 2 above. The warranty provided herein shall not be In lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. Default: 24.1 Remedies Not Exclusive: In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of, City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, In the event Subdivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently pursue the cure of any such default to completion, City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party In such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attomeys fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to ail other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action Is prosecuted to judgment. - 14- 25. Notice of Completion-. Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Subdivider shall file with the Orange County Recorder a Notice of Completion of the Improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Subdivider shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans In accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein, 27. Assignment: This agreement shall not be assignable by Sutxlivider without written consent of City. -15- IN WITNESS WHEREOF, two (2) identical counterparts of this agreement, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Subdivider herein named on thej^th day of December, 200^. 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. SJD PARTNERS, LTD., CITY OF SAN JUAN CAPISTRANO A California Limited Partnership APPROVED AS TO FORM: (Attach Notary Acknowledgement) Attachment: Exhibit "A" - 16- STATE OF CALIFORNIA COUNTY OF ) ss. On . NCvmhet-Milt idhtiiiin ) personally before and me, appeared personally known to me (er proved to-me on the bacio of satisfactory evidence) to be the person(^ ^ (are) subscribed tojt^ within instrument and acknowledged to me that ) (her) (their) authorized capacity(ie^, and that by vvhpse name(^^„ ^e) (she) (they) executed the same . „ . ;(her) (their) sigpaturej^sf on the insfrument the person(s), or the entity upon behalf of ich the person(s^cted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public in and rar said State NIKI WHITNEY 1 Commlsston # 1426145 1 Notary Pubflc - CaUfcxnia \ Orange County • My Comm. Expires Jun 23.2C»7l RECORDING REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AND WHEN RECORDED, MAIL TO: Margaret R, Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano Pooo/det) in OfticMl Records, Orange County lorn Daly, Clerk-Recorder liiiiiiiiiiiiilliiliiiiiiiiiii 2006000508128 08:05am 07/31/06 212 &6 A12 20 0.00 0.00 0.00 0.00 0.00 0.00 0,00 0 00 This Space for Recorder's Use Only Title of Document: SUBDIVISION IMPROVEMENT AGREEMENT TENTATIVE TRACT MAP 16750 / 'A ATTACHMENT 7 Recording Requested by and When Recorded Mail To: City of San Juan Capistrano Attention: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Margaret R. Monahan, City Clerk City of San Juan Capistrano SUBDIVISION IMPROVEIVIENT AGREEMENT SUBJECT: FINAL TRACT MAP 16750 THIS AGREEMENT is made thls3^^clav of^Aj\iV<£-2006, between the CITY OF SAN JUAN CAPISTRANO, a municipal Mfl^r^on, State of Califomia, hereinafter referred to as "City" and SJD PARTNERS, LTD., a California limited partnership, whose mailing address Is 1250 Corona Pointe Court, Suite 210, Corona CA 92879, hereinafter referred to as "Subdivider": WHEREAS, the tentative map application was conditionally approved by Resolution No 92-6-16-4; and, WHEREAS, Subdivider is 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 Subdivider proposes to do and perform certain work of improvement thereon as hereinafter set forth; and WHEREAS, City desires to assure that said proposed improvements will be done in a good workmanlike manner and in accordance with the laws now in force and effect in the City of San Juan Capistrano, Califomia, the terms and conditions of which are incorporated herein by reference; and WHEREAS, Subdivider declares that he is familiar with the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and WHEREAS, a Final Map of said subdivision prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council. NOW THEREFORE, in consideration of the approval and acceptance by the City Council of City of said Final Map and the acceptance of easements therein offered for -1 - dedication for street and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows: 1, General Requirements: Subdivider shall comply with all the requirements specified in the "AMENDMENTTO 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)" dated November 15,2005, the WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES, dated September 2, 2003 and its subsequent amendment dated March 16,2004, the conditions of approval set fort in City Council Resolution No. 92-6-16-4 (for Tentative Tract Map 14196) and all applicable conditions of approval set fort in City Council Resolution No. 03- 09-16-06 (for Tentative Tract Map 15609) and shall, at his own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of improvement (the "Works of Improvement"), set forth in Exhibit "A", to the satisfaction of the City Engineer. Such work of improvement shall Include but not be limited to the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement and the construction of all required off-site infra-structure and circulation improvements to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1^) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east, as well as any improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal improvements in accordance with the City=s Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1®') building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% -2- Ortega Highway & 1-5 Northbound Ramos: Improvements: Construct westbound free right turn lane Fair share: 0.8% 1.2 Off-Site Circulation Improvement Construction. Prior to the Issuance of the 1 ®' Certificate of Occupancy, the applicant shall design and construct the off- site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: • Improvements: Install a traffic signal and construct a separate southbound right-turn lane. 1.3 Constmction of Avenida Califomia. Prior to issuance of thel 51st Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida Califomia Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^* Residential Building Permit any section of Avenida Califomia Street leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via Califomia to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Cff-Site Circulation Improvement Construction. Prior to the completion of Avenida Califomia, or the issuance of the 151^' Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Vaile Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane -3- La Novia Avenue & Valle Road/1-5 Northbound Ramos: Improvements: Realign La Novia Avenue and the 1-5 NB Ramps and install a traffic signal. Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen to a two-lane divided roadway. Security: A. Subdivider shall, at all times beginning with the execution of this agreement, guarantee Sutxiivider's performance of this agreement 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: (i) A Faithful Performance Bond to ensure faithful performance of this agreement in regard to said improvements in the amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (ii) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (III) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and h addition to the security instruments referenced in Paragraph 2(A) above, Subdivider shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement for a period of one (1) year following said acceptance against any defective work or labor done or defective material fumished. The amount of such Warranty Bond for Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Subdivider shall provide a Landscape and Irrigation Warranty Bond warranting the landscape and irrigation Works of Improvement for a period of (1) year following said acceptance against any defective work or labor done or defective material fumished for any reason other than improper maintenance. The amount of such Landscape and irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated constmction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA). All Security Instmments required by this agreement, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, shall be kept on file with the City Clerk. The terms of the Security Instmments required by this agreement are hereby incorporated in this agreement by reference. City shall release the Faithful Performance Bond upon Subdivider's written request following acceptance by City of the Works of Improvement and Subdivider's delivery to Cityofthe Warranty Bond forWorks of Improvement. City shall release the Labor and Materials Bond upon Subdivider's written request and following acceptance by City of the Works of Improvement 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 Division Third of the Califomia 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) Subdivider has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Subdivider's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 Form of Security Instmments. 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 -5- Rating Guide published by A.M. Best's Company, Oldwick, New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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; (Hi) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Subdivider's obligations under this Agreement, 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. Time of Completion: All of the Works of Improvement shall be completed within twenty-four (24) months from the effective date of this Agreement. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Subdivider. Subdivider shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Paragraph 19 below. In the event that Subdivider fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. The City may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of paragraph 3 herein, Sutxiivider's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice -6- from Subdivider or its contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: Aftercommencementof construction of the Works of Improvement (or separable portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in Califomia Government Code Sections 66499.11-66499.20- 3/4. In this regard, Subdivider agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced In paragraph 3 above or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Subdivider after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Agreement shall not become effective unless and until the subdivision map has been approved by the City Council and also accepted for recordation by the County Recorder of the County of Orange. 5. Utilitv Deposits - Statement: Prior to the commencement of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and City Engineer, signed by the Subdivider, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. -7- 7. Definitions and Ownership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Subdivider: Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, It is understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplementals and revisions prepared by Subdivider or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Subdivider shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Subdivider shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Subdivider shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Subdivider -8- shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the plans and specifications, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Subdivider: Subdivider shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. In the event the Subdivider is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected. 11- Repair and Replacements: Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City: Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Subdivider shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. -9- No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it Is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the Improvements (existing or new) that occurs during or after installation of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Agreement and without notification to any of the sureties referenced in paragraph 2, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Agreement and to protect the public health, safety, and welfare. It is mutually understood that it is Inherent in the nature of the work contemplated by this Agreement that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of improvement. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. - 10- 15. No WafTanty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance. Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of City) insuring City, its officers, agents, and employees 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 liability and property damage insurance shall be not less than $500,000 for all damages arising out of bodily injury to or death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any one occurrence; and not less than $500,000 for all damages and/or destruction of property in any one occurrence and not less than $750,000 for all damages and/or destruction of property during the policy period. Said policy shall be in favor of Subdivider or its contractors and of the City, its officers, agents, and employees and shall 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 City shall have had at least ninety (90) days' notice in writing of such cancellation. The Subdivider hereby releases and agrees to defend, 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject - 11 - property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liability of Subdivider The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the Cityofthe completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Subdivider's Expenses: The Subdivider shall pay these additional expenses: a. The Subdivider shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistancevalueof soils within the subdivision from which to determine the nature and design of appropriate improvements. The Subdivider shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Subdivider be entitled to additional inspections or final inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. -12- d. Subdivider shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified 'Time of Completion" referenced in paragraph 3 above. Said actual costs include; inspection of Works of Improvement, engineer design review, plan check and project development process. Subdivider agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of Independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Subdivider, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one year after City Council acceptance of the Improvement work performed under this Agreement, any of the improvements or work done under this Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Sutxlivlder shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warranty: Without limiting the foregoing, Subdivider warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) - 13- months after completion and written acceptance thereof by the Director of Engineering and Building and by the Homeowner's Association. Only the warranty security for the landscape improvement shall be posted with the Homeowner's Association. All other security instruments shall be submitted to the City in accordance with Section 2 above. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default: 24.1 Remedies Not Exclusive: In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 Citv Right to Perform Work: In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event SutxJivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently pursue the cure of any such default to completion. City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attomeys fees and costs shall Include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert \witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. - 14- 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Subdivider shall file with the Orange County Recorder a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Subdivider shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the ACity of San Juan Capistrano Digital Submission Standards®. These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This agreement shall not be assignable by Subdivider without written consent of City. -15 - !N WITNESS WHEREOF, two (2) identical counterparts of this agreement, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Subdivider herein named on the7th day of February, 2006, 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. SJD PARTNERS, LTD., A Califomia Limited Partnership CITY CF SAN JUAN CAPISTRANO By:. 0 Name: 'QfijC^ F:li(>ff Its: ~^MAf,2i^ Siy\yf^rrj , Mayor ialfan^ ity Clerk APPROVED AS TO FORM: John Shaw, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit aA@ -16- CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On March 31,2006 before me, personally appeared Personally known to me - or - • SUMMKHAlf Commiitlon # Notofv PUXc - Ca«k3*nta Clangs County MyConmfap>s<Nb21.a01C Summer Hale/Notary Public NAME. TITLE OF OFFICER Bruce Elieff NAME OF SIGNER(S) Proved to me on the basis of satisfactory evidence to be the person(6) whose name(s)(%afe subscribed to the within instrument and acknowledged to me thatC^h^she/they executed the same in(j^js?her/thelr authorized capacity(te6), and that by(K^er/their signature(6) on the instrument the person(6), or the entity upon behalf of which the person(6) acted, executed the instrument. WITNESS my hand and official seal. {SIGNATURE OF^NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) TITLE OR TYPE OF DOCUMENT • PARTNER(S) LIMITED GENERAL NUMBER OF PAGES • ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR • OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SUBDIVISION IMPROVEMENT AGREEMENT - TRACT 16750 EXHIBIT "A" WORKS OF IMPROVEMENT Type of Improvements: Grading Erosion and Silt Control Off-site Circulation Obligations Public improvement for Avenida California Public Water improvement for Avenida California Street and Related appurtenances Storm Drain Sanitary Sewer Sanitary Sewer (Off-site) Landscaping and Irrigation Street Monuments Water and related appurtenances Estimated Constmction Cost Or Bond Amount Processed through BLDG. Division Processed through BLDG. Division Bonds were processed separately $344,123 $70,005 $ 472.240 $ 611,125 $165,620 $1,012,000 $ 839,305 $ 32,000 $101,640 Exhibit A PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of Califomia County of Orange ) ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On July 3, 2006, before me, Margaret R. Monahan. City Clerk, personally appeared David M. Swerdlin personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. (SEAL) OPTIONAL Capacity Claimed by Signers Description of Attached Document Mayor Subdivision Improvement Agreement TTM 16750 (SJD Partners, LTD.) Title Date: July 3, 2006 Signers are Representing City of San Juan Capistrano RECORDING REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AND WHEN RECORDED, MAIL TO: Margaret R. Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano iiiiiiteiiiiiiB 2006000725669 08:22ani 10/27(06 roVa"".oo°o..o 0.00 0.00 o oo o.oo This Space for Recorder's Use Only Title of Document: SUBDIVISION IMPROVEMENT AGREEMENT FINAL TRACT MAP 16751 SD ATTACHMENT 8 Recording Requested by and When Recorded Mail To: City of San Juan Capistrano Attention: City Clerk 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Margaret R. Monahan, City Clerk City of San Juan Capistrano SUBDIVISION IMPROVEMENT AGREEMENT SUBJECT; FINAL TRACT MAP 16751 THIS AGREEMENT is made this /?^av of OcJt>ber 2006. between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation, State of Calrfomia, hereinafter referred to as "City" and SJD PARTNERS, LTD., a California limited partnership, whose mailing address is 1250 Corona Pointe Court, Suite 210, Corona CA 92879, hereinafter referred to as "Subdivider": WHEREAS, the tentative map application was conditionally approved by Resolution No 92-6-16-4; and, WHEREAS, Subdivider is 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 Subdivider proposes to do and perform certain work of improvement thereon as hereinafter set forth; and WHEREAS, City desires to assure that said proposed improvements will be done in a good workmanlike manner and in accordance with the laws now in force and effect in the City of San Juan Capistrano, California, the terms and conditions of which are incorporated herein by reference; and WHEREAS, Subdivider declares that he is familiar with the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and WHEREAS, a Final Map of said subdivision prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council. NOW THEREFORE, in consideration of the approval and acceptance by the City Council of City of said Final Map and the acceptance of easements therein offered for -1 - dedication for street and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows: 1. General Requirements: Subdivider shall comply with all the requirements specified in the "AMENDMENTTO IMPROVEMENT AND REIMBURSEMENT AGREEMENT (ASSESSOR'S PARCELS #666-301-01,666-301 -09.675-361-01,675-351 - 03.675-361-04,675-361-05,675-081-03,675-081-04,675-081-10, and 675- 081-14)" dated November 15,2005, the WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES, dated September 2, 2003 and its subsequent amendment dated March 16,2004, the conditions of approval set fort in City Council Resolution No. 92-6-16-4 (for Tentative Tract Map 14196) and all applicable conditions of approval set fort in City Council Resolution No. 03- 09-16-06 (for Tentative Tract Map 15609) and shall, at his own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of improvement (the "Works of Improvement"), set forth in Exhibit "A", to the satisfaction of the City Engineer. Such work of Improvement shall include but not be limited to the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement and the construction of all required off-site infra-structure and circulation improvements to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the Issuance of the first (1®') building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east, as well as any improvements not Included in the Capistrano Circulation Fee Program (CCFP), as identified In the approved Environmental Impact Report (EiR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and constmction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways, Additionally, prior to the issuance of the first (1 building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramos: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% -2- Ortega Highway & 1-5 Northbound Ramps: Improvements: Construct westbound free right turn lane Fair share: 0.8% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1*' Certificate of Occupancy, the applicant shall design and construct the off- site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. 1.3 Construction of Avenida California. Prior to issuance of thel 51st Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^' Residential Building Permit any section of Avenida California Street leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction. Prior to the completion of Avenida California, or the issuance of the 151*' Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations In accordance with the City's Master Plan of Streets and Highways 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane -3- La Novia Avenue <S Valle Road/1-5 Northbound Ramos: Improvements: Realign La Novia Avenue and the 1-5 NB Ramps and Install a traffic signal. Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen to a two-lane divided roadway. 2. Security: A. Subdivider shall, at all times beginning with the execution of this agreement, guarantee Subdivider's performance of this agreement by providing City with the following security instmments (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: (i) A Faithful Performance Bond to ensure faithful performance of this agreement in regard to said improvements in the amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements): and (ii) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements (110% for water related Improvements): and (iii) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown In Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and h addition to the security instruments referenced in Paragraph 2(A) above, Subdivider shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Subdivider shall provide a -4 - Landscape and Irrigation Warranty Bond warranting the landscape and irrigation Works of Irnprovement for a period of (1) year following said acceptance against any defective work or labor done or defective material fumished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA). All Security Instruments required by this agreement, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, shall be kept on file with the City Clerk. The terms of the Security Instruments required by this agreement are hereby incorporated in this agreement by reference. City shall release the Faithful Performance Bond upon Subdivider's written request following acceptance by City of the Works of Improvement and Subdivider's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Subdivider's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Subdivider has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Subdivider's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 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 -5- Rating Guide published by A.M. Best's Company, Oldwick, New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Subdivider's obligations under this Agreement, 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. Time of Completion: All of the Works of Improvement shall be completed within twenty-four (24) months from the effective date of this Agreement. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Subdivider. Subdivider shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified In Paragraph 19 below. In the event that Subdivider falls to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. The City may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of paragraph 3 herein, Subdivider's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice -6- from Subdivider or its contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in Califomia Government Code Sections 66499.11-66499.20- 3/4. In this regard, Subdivider agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in paragraph 3 above or within the time allowed herein, whichever Is the later, and If City thereafter initiates proceedings to revert the Property to acreage, any Improvements made by or on behalf of Subdivider after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Agreement shall not become effective unless and until the subdivision map has been approved by the City Council and also accepted for recordation by the County Recorder of the County of Orange. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and City Engineer, signed by the Subdivider, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. -7- 7. Definitions and Ownership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer. No work on said Improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Subdivider: Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, It is understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplementais and revisions prepared by Subdivider or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Subdivider shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Subdivider shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement In accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Subdivider shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Subdivider -8- shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full Intent and meaning of the plans and specifications, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Subdivider: Subdivider shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. In the event the Subdivider is not exercising satisfactory superintendence, the City Engineer may order suspension of ah work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements; Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City: Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Subdivider shall pay the cost of inspections. City's inspector shall have the authority to stop any and ail work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. -9- No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City Is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: All required improvements shall be constructed under the Inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Agreement and without notification to any of the sureties referenced in paragraph 2, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Agreement and to protect the public health, safety, and welfare. It is mutually understood that it Is inherent In the nature of the work contemplated by this Agreement that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. -10- 15. No Warranty by City. The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liabilitv for Performance. Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of City) insuring City, Its officers, agents, and employees 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 liability and property damage insurance shall be not less than $500,000 for all damages arising out of bodily injury to or death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any one occurrence; and not less than $500,000 for all damages and/or destruction of property in any one occurrence and not less than $750,000 for all damages and/or destruction of property during the policy period. Said policy shall be in favor of Subdivider or its contractors and of the City, its officers, agents, and employees and shall 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 City shall have had at least ninety (90) days' notice in writing of such cancellation. The Subdivider hereby releases and agrees to defend, 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject -11 - property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liabilitv of Subdivider: The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall In no way eliminate or lessen any of the Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Subdivider's Expenses: The Subdivider shall pay these additional expenses: a. The Subdivider shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Subdivider shall also pay for all compaction and related tests necessary to determine that alt fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as estatjilshed by City shall be paid for each lot in the subdivision in accordance with the City Code. c. Ail actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Subdivider be entitled to additional Inspections or final Inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required Inspections. -12 - d. Subdivider shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified 'Time of Completion" referenced in paragraph 3 above. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Subdivider agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, and that the contractors* relations to City, if any, are those of independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Subdivider, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one year after City Council acceptance of the improvement work performed under this Agreement, any of the improvements or work done under this Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warranty: Without limiting the foregoing, Subdivider warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) -13- months after completion and written acceptance thereof by the Director of Engineering and Building and by the Homeowner's Association. Only the warranty security for the landscape improvement shall be posted with the Homeowner's Association. All other security instruments shall be submitted to the City in accordance with Section 2 above. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. Default: 24.1 Remedies Not Exclusive: In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to. and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: in addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event Subdivider shall fall to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently pursue the cure of any such default to completion, City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider and the surety company, or both, the full cost and expense thereby incurred by City, 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover Its reasonable attorney's fees and costs. Such attorney's fees and costs shall Include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. - 14 - 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Sutxtivider shall file with the Orange County Recorder a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Subdivider shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all Improvement plans in accordance with the latest edition of the ACity of San Juan Capistrano Digital Submission Standards®. These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This agreement shall not be assignable by Subdivider without written consent of City. -15 - IN WITNESS WHEREOF, two (2) identical counterparts of this agreement, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Subdivider herein named on the 15 th day of 5fc,p+PmKp/-. 2006, 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. SJD PARTNERS, LTD., CITY OF SAN JUAN CAPISTRANO A California Limited Partnership Name: firticp V Its: frenej-fil Counsel APPROVED AS TO FORM: (Attach Notary Acknowledgement) Attachment: Exhibit A -16- CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V, Cook Personally known to me - or - • SUSAN E. MOItAUS ComrnMon # 1633049 Notaiy PuMc - CoKomio Orang* County MyConme«*MDK28, NAME OF SIGNER{S) 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. 19 I WITNESS my hand and official seal. {SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT • INDIVIDUAL/OWNER • CORPORATE OFFICER TITLE(S) PAR™ER(S) • LIMITED • GENERAL J MANAGING MEMBER 1^ GENERAL COUNSEL • OTHER: Subdivision Agreement - Tr. §16751 TITLE OR TYPE OF DOCUMENT 16 NUMBER OF PAGES 09/15/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENT]TY(IES) SJD Partners, Ltd. SUBDIVISION IMPROVEMENT AGREEMENT - TRACT 16751 EXHIBIT "A" WORKS OF IMPROVEMENT Type of Improvements: Grading Erosion and Silt Control Off-site Circulation Obligations Street and Related appurtenances Storm Drain Sanitary Sewer Landscaping and Irrigation Street Monuments Water and related appurtenances Estimated Construction Cost Or Bond Amount Processed througti BLDG. Division Processed through BLDG. Division Bonds were processed separately $219,070 $ 78,031 $ 83,952 $ 141,578 $ 14,000 $53,215 Exhibit A PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California County of Orange City of San Juan Capistrano ) ss. ) (Gov't Code 40814 & Civil Code 1181) On October 17, 2006 before me, Maria Morris. Deoutv City Clerk, personally appeared David M. Swerdlin personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. (SEAL) nd and official seal. OPTIONAL Capacity Claimed by Signer Description of Attached Document Municipal Corporate Officer Mayor TiUe Subdivision Improvement Agreement - Final Tract Map 16751 (SJD Partners, LTD) Signer is Representing City of San Juan Capistrano Date: October 17, 2006 BOND ISSUED IN THREE COUNTERPARTS BOND NO. 5021874 PREMIUM: $5,477.00 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.1) WHEREAS, (he City Council of the City of San Juan Capistrano. State of California, and , SJD PARTNERS , LTD .. (hereafter designated as "Principal"), have entered into a Subdivision Agreement whereby Principal agrees to Install and complete certain designated public improvements, which said Agreement dated , 20 , and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement to guarantee certain work, more particularly described as follows: TRACT 16751 - STREET AND RELATED IMPROVEMENTS NOW, THEREFORE, we, (he Principal and BOND SAFEGUARD INSURANCE COMPANY ... , as Surety, are held firmly bound unto the City of San Juan Capistrano (hereafter called "Obligee"), in the sum of TUQ HUNDRED NINETEEN THOUSAKD SEVENTY & 00/100 Doiiars, ($ 219,070.00 ) lawful money of the United States, for the payment of which sum well and truly to be macte, 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 improvements, then the obligation shall be null and void; otherwiso It shall remain (n full force and effect, Surety waives any rights, if there be any, to require that a demand be made first against the Principal In the ovenl of delault. BE IT FURTHER RESOLVED: 1. As a part of the obligation secured hereby, and In addition to tho face amount specit/ed, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully Gnforcmg sucn obligation, all to be taxed as costs and Included in any judgment rendered. 2. Said Surety, tor value received, hereby stipulates and agrees that no charlge, extension of timo, alteration, or modification of the contract documents or of tiie 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. Executed this IITH day of SEPTEMBER _^ , 2006 , at ORANGE Cailfornia. PRiNCIPAL SJD PARTNERS, LTD. (NOTARIZATION AND SEAL) APPROVED Xs)TO FORM: By. John R. Khaw, City Attorney SURETY BOND SAFEGUARD INSURANCE COMPANY BY lEAM A. SENS I, BEAM A. SENSI, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E, Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook NAME OF SIGNER(S) Personally known to me - or - • 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 SUSAN e. MOWitS CommMoo#16«W9 - Orang* Coonty t^V] Ofang»Coonty I iBB^MyCqnm.Bq3*9»D9c2^2<^ WITNESS my hand and official seal. vF m,nr.I^ {SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL/OWNER • CORPORATE OFFICER TITLE(S) J PARTNER(S) • LIMITED GENERAL DESCRIPTION OF ATTACHED DOCUMENT Performance Bond #5021874 Tract #16751 TITLE OR TYPE OF DOCUMENT NLTVIBER OF PAGES • MANAGING MEMBER 13 GENERAL COUNSEL • OTHER: 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd, CALIFORNiA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORAKGE On SEPTEMBER u. 2006 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC DATE NAME, TITLE OF OFFICER - E.G, 'JANE DOE. NOTARY PUBLIC- personally appeared BEATA A. SENSI NAME(S)Of SIGNEH(S) [1 personally known to me - OR - • 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 ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacily(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. "^OMM #1670733 rr NoraryPuWicCaWoTTTia i ''"'oRANGe.COUNTY WITNESS my hand and official seal. OPTIONAL Though tho data twiow is not required by taw. it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITf CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICER TTTLEfS) • PARTNER(S) • LIMITED • GENERAL (3 ATTORNEY-tN-FACT • TRUSTEE(S) • GUARDIANAXINSERVATOR • OTHER: DESCRIPTION OF AHACHED DOCUMENT PERFORMANCE BOND TfTLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER U, 2006 DATE OF DOCUMENT SIGNER IS REPRESENT1NQ: NAME OF PenSOmS) OR EKTnY((tS) BOND SAFEGUARD INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY _ 23922 Bond Safeguard AO INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, thai BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with Its principal office in Lombard, Illinois, does hereby constitute and appoint; D. J. Picard. Todd M. Rohm, Sejal P. Lange. ****** Cathy S. Kennedy, Beata A. Sensi, Cynthia S. Wotney **********^**************«*******«*«»«********»*******«***- its true and lawful Attomey(s)-ln-Fact to make, execute, seal and deliver tor. and on its behalf as surety, any and all bonds, undertakings or other writings obligatory in nature of a bond. This auttiority is made under and by the authority of a resolution which was passed by the Board of Directors of BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November, 2001 as follows: Resolved, that the President 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, $ j.OQO.ooo.oo Thret million dollars ««««««».>•».....•»«..»•<»...•.. »..•«.......,...........« which the Company might execute through its duly elected officers, and affix the seal of the Company thereto. Any said execution of such documente by an Attomey-ln-Fact shall be as binding upon the Company as it they had been duly executed and acknowledged by the regularly elected officers of ttie 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 President and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, and the seal of ttie 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 seated shall, with respect to any bond or undertaking to which it Is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by Its President, and Its Corporate Seal to be affixed this 7th day of November, 2001. ACKNOWLEDGEMENT On this 7lh day of November, 2001, before me, personally came David E. Campbell to me known, who being doty sworn, did depose and say that he is Uie President of BOND SAFEGUARD INSURANCE COMPANY, 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. "OFFICIAL SEAL" LYDIA J. DEJONG Notary Public, State of Illinois My Commission Expires 1/12/07 Lydia J. DeJong Notary Public CERTIFICATE 1, the undersigned, V\ce President of BOND SAFEGUARD INSURANCE COfi«PANY, An Illinois Insurance 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 tieen revoked and the resolutions as set forth are now in force. Signed and Sealed at Lombard, Illinois this IITH pav of SEPTEMBER 2006 Donald D. Buchanan Secretary BOND ISSUED IN THREE COUNTERPARTS BOND NO. 5021874 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) WHEREAS, the City Council of the City of San Juan Capistrano, State of California, and SJD PARTNERS, LTD. (hereafter designated as "Principal"), have entered into a Subdivision Agreement whereby Principal agrees to install and cornplele certain designated public improvements more particularly described as follows: TRACT 16751 - STREET AND RELATED IMPROVEMENTS WHEREAS said Ag.mement dated , 20 Is hereby referred to made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement; NOW, THEREFORE, we, the Principal and BOND SAFEGUARD INSURANCE COMPANY , . as Surety, are held firmly bound unto the City of San Juan Capistrano, hereinafter called "City" in the penal sum of TUO HUNDRED NINETEEN THDUSflWD SEl/ENTY & 0Q/1B0 Dollars, (S 2lg,D7a.OO ) lawful money oi 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, (he condition of this obligation is such that if the above bound Principai, 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 (he covenants, Page 1 of 3 condihonR and provisions in the said agreement and any alteration thereof made as therein provided, on his or tneir part, to be kept and performed ai tne time and in the manner therein specified, and in all respects according to their true intent and meaning, and shaii indemnify and save harmless the City, its offers, agents and employees as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. Surety waives any rights, if there be any. to require that a demand be made first against the principal in the event of default. BE IT FURTHER RESOLVED: 1. As a part of the obligation secured hereby, and in addition to the face annount 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. 2. Said Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms 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, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety herein named on the day of SEPTEMBER , 20_^l;^_, 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. Page 2 ot 3 PRINCIPAL SJD PARTNERS, LTD. APPROVED AS TO FORM: By BY: BfUCtV/. CooK.1 GrCr>aT>.\l (NOTARIZATION AND SEAL) SURETY BOND SAFEGUARD INSURANCE COMPANY Q X4Ai hi John R. Shaw, City Attorney BY: / jwiX^ H^P^ BEATA^A. SENSI, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) NOTE: Please Attach Acknowledgement and Power of Attorney Page 3 of 3 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook NAME OF SIGNER(S) Personally known to me - or - • 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 capaclty(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. SUIANE.MOItM.iS ComirtMton# 1632049 Notary ^*>«c - Co"«^ Orang* County MyCowm.BS*MD6C26. 2009^ WITNESS my hand and official seal. {SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) • PARTOER/S) • LIMITED n GENERAL DESCRIPTION OF ATTACHED DOCUMENT Payment Bond #5021874 Tract #16751 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES MANAGING MEMBER IXI GENERAL COUNSEL • OTHER: 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On SEPTEMBER II, 2006 DATE before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC ^MME, TtTLE Of OFFICER - E.G.. "JANE DOE. NOTARV PUBUC personally appeared BEATA A. SENSI r4AME(S) OF SKSNEfKSI • personally known to me - OR - • 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 ac- knowledged to me that he/she/they executed the same in his/her/their authorized capaclty(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. ^wIslTHlAS.WUlNEV WITNESS my hand and official seal. OPTIONAL Though the data iSelow is not required t)y law, It may prove valuable to persons raying on tho document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICER TinfjS) • PARTNER(S) • LtMrreD • GENERAL [H ATTORNEY-IN-FACT • TRUSTEEfS) Q GUARDIAN/CONSERVATOR • OTHER: DESCRIPTION OF ATTACHED DOCUMENT LABOR AND MATERIAL BOND TITLE OR TYPE OF DOCUMENT J NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SIGNER K REPRESEMnNG: NAME OF PERSONtS) OR EKnTY(IES) JONDJ^AFEGUARD INSURANCE COMPANY, SIGNER(S) OTHE^^^^NAMED ABOVE POWER OF ATTORNEY Bond Safeguard AO 23923 INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corpofatlon with its principal office in Lombard, Illinois, does hereby constitute and appoint: - Xh Picard,ToddM. Rohm, Sejai P. Lange, ****** Cathy S. Kennedy. Beata A. Sensi, Cynthia S. Wozney ************************************************************ Its true and lawful Attorney(s)-ln-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and all tjonds, undertakings or other writings obligatory in nature of a bond- This auttiority is made under and by the authority of a resolution which was passed by the Board of Directors of BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November. 2001 as follows: Resolved, that the President of the Company is hereby authorized to appoint and empower any representative of the Company or other person or persons as Attomey-ln-Fact to execute on behalf of the Company any bonds, undertakings, policies, contracts of indemnity Of other writings oftllgalory in nature of a bond, $ a.OQO.QOO.OOThffe million dolitri »»•.*.«..»...««»«».».»»«»»». which the Company might execute through its duly elected officers, and affix the sea) 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 duty executed and acknowledged by the regularly elected offtoers of ttie Company. Any Attomey-ln-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 ot the President and the see^ ot the Company may be affixed by facsimile on any power ot attorney grcUited. and the signature of the Vice President, 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 cartlftaate so executed and sealed shall, with respect to any bond or undertaking to which it Is attoched, continue to be valid and binding on the Company IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by Its President, and its Corporate Seal to be affixed this 7th day of November. 2001. BOND SAFEGUARD INSURANCE COMPANY David E; Campbell President ACKNOWLEDGEMENT On this 7th day of November. 2001. before me. personally came David E. Campbell to me known, who being duly swom. did depose and say that he is the President of BOND SAFEGUARD INSURANCE COMPANY, the corporation described In and wNch executed ttie above instiumenV. that tie executed said insttument on behalf of the corporation by authority of his office under ttie By-lav*s of saitl corporation. "OFFICIAL SEAL" LYDIA J. DEJONG Notary Public, State ot Illinois My Commission Expires 1/12/07 TXT Lydia J. DeJong Notary Public CERTIFICATE I. the undersigned. Vice President of BOND SAFEGUARD INSURANCE COMPANY. An Illinois Insurance 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 Lombard. Illinois this IITH _Day of SEPTEMBER ,20. 06 Donald D. Buchanan Secretary BOND ISSUED IN THREE COUNTERPARTS BOND NO. 5021875 PREMIUM: $1,951,00 SUBDIVISION FAITHFUL PERFORMAHCE POND (GOVERNMENT CODE 66499.1) WHEREAS, the City Council of the City of San Juan Capistrano, State of California, and SJD PARTNERS, LTD.. (hereafter designated as "Principal"), tiave entered into a Subdivision Agreement whereby Principal agrees to Install and complete certain designated public improvements, wlilctr said Agreement dated , 20 and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond fortlie faithful performance of said Agreement to guarantee certain work, more particularly described as follows;' TRACT 16751 -STORM DRAIN IMPROVEMENTS NOW, THEREFORE, we, the Principal and BOND SAFEGUARD INSURANCE COMPANY . , as Surely, are held firmly bound unto the City of San Juan Capistrano (hereafter called "Obligee"), In tne sum of SEI/EWTy EIGHT THOUSAND THIRTY ONE & 00/100 DoHars, ($ 78.031.OP ) lawful money of the United States, for th© payment of which sum welt 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 obilgatlon is such that if Principai shad promptly and faithfully perform said improvements, then the obligation shall be null and void; othervviso It shaii remain In full force and effect. Surety waives any rights, it there be any, to require that a demand bo made first against the Principal in the event of default. BE IT FURTHER RESOLVED: 1. As a part of the obligation secured hereby, end (n addition lo tho face amount specified, there shaii be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in succossfully enforcing such obligation, all to be taxed as ' costs and Included in any judgment rendered. 2. Said Surety, lor value received, fiereby stipulates and agrees that no charlge. extension of time, alteration, or modification of the contract documents or of tiie work to be performed thereunder, stiall in any way affect Its obligations or this bond, and It does liereby waive notice of any sucti ctrange. extension of timo. alteration, or modification of the contract documents or of work to be performed thereunder. Executed this IITH day of SEPTEMBER , 20^ . at ORANGE California. PRINCIPAL SJD PARTNERS, LTD. Bruce V. CooK, freneral Cowxsel (NOTARIZATION AND SEAL) BEAXyA. SENSI, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - Q IMAN E. MOOAliS CommluiQn# 1632049 Notaiy Puttte - CoHtemta Orong* County My Conm etplfM 06C 2S, NAME OF SIGNER(S) 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. WITNESS my hand and official seal. (SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by iaw, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER • CORPORATE OFFICER TITLE(S) • PARTNER(S) LIMITED • GENERAL • MANAGING MEMBER ^ GENERAL COUNSEL DESCRIPTION OF ATTACHED DOCUMENT Performance Bond #5021875 Tract #16751 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of cALiFOSHiA County of o^g^ On SEPTEMBER 11. 2006 before me, CYNTHIA S. WOZNEY. NOTARY PUBLIC DATE NAME, TITLE OF OFFICER - E.G., "JANE DOE. NOTARY PUBLIC" personally appeared BEATA A. SENSI NAM£(S) OF SIQNEF((S) [1 personally known to me - OR - • proved to me on the basis of satisfactory evidence to be the person(s) whose nam6(s) is/are subscribed to the within instrument and ac- knowledged 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. CYNTHIA S.WOZNtV COMM #1670733 Notary Public-CalifomB ORANGE COUNTY Mv ComiTt- Exp. luTtB 25. TOIO^ WITNESS my hand and official seal. OPTIONAL Though tho data below is not required try law, It may prove valuable to persons rel^ng on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CXDRPORATE OFFICEfl TTTLE(S) • PARTNER{S) • LIMITED • GENERAL B ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR • OTHER: DESCRIPTION OF AHACHED DOCUMENT PERFORMANCE BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSONCS) OB ENTnY(IES) BOND SAFEGUARD INSURANCE COMPANY SIQNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Bond Safeguard AO 24181 INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporatior with its principal office in Lombard, Illinois, does hereby constitute and appoint; D. J. Picanf Todd M. Rohirt, Sejal P. Lange, • • • Cathy S. Kennedy, Beata A. Sensi, CyntMa g. Wgzngy^***^*^^ its true and lawful Attom6y(s)-ln-Fact to make, execute, seat and deliver for, and on its behalf as surety, any and all ttonds, 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 BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November, 2001 as follows: Resolved, that the President of the Company is hereby authorized to appoint and empower any representattve ot the Company or other person or persons as Attorney-in-Fact to execute on behalf of the Company any bonds, undertakings, policies, contracts of indemnily or other writings obligatory in nature of a bond, $ 3.000.000.0Q TTiree million dolto ***.,..»«•..«.»«»«««»...>..•»•.»......».......>»......•. which the Company might execute through its duly elected officers, and affix the seal of the Company thereto. Any said execution ot 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 Attomey-ln-Fact, so appointed, may be removed for good cause and the authority so granted may be revoked as specified in the Power of Attorney. ResoNed, that the signature of the President and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, arrd 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 prower so executed and sealed and certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate Seal to be affixed this 7th day of November, 2001. BOND SAFEGUARD INSURANCE COMPANY David E. Campbell President ACKNOWLEDGEMENT On this 7th day of fyovember, 2001, before me, personally came David E. Campbell to me known, wtxi being duly sworn, did depose and say that he is the President of BOND SAFEGUARD INSURANCE COMPANY, the corporation described in and which executed the above instrument; that he executed said Instmrnent on behalf of the corporation by authority of his office under the By-laws of said corporation. "OFFICIAL SEAL" LYDIA J, DEJONG Notary Public, State of Illinois My Gommissidn Expires 1/12/07 Lydia J. DeJong Notary Public CERTIFICATE I, the undersigned. Vice President of BOND SAFEGUARD INSURANCE COMPANY, An Illinois Insurance 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 Lombard, HIinois this Day of SEPTEMBER 20^6 Donald D. Buchanan Secretary BOND ISSUED IN THREE COUNTERPARTS BOND NO. 5021875 PREMIUM CHARGED IS INCLUDED IN PERFORMJ\NCE BOND SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499,2) WHEREAS, the City Council of the City of San Juan Capistrano, State of California, and SJD PARTNERS, LTD. (hereafter designated as "Principal"), have entered into a Subdivision Agreement whereby Principal agrees to install and complete certain designated public improvements more particularly described as follows: TRACT 3 6751 - STORM DRAIN IHTROVEMENTS WHEREAS said Agreement dated _, 20 Is hereby referred to made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement; NOW, THEREFORE, we, the Principal and BOND SAFEGUARD INSURANCE COMPANY , as Surety, are held firmly bound onto the City of San Juan Capistrano. hereinafter called "City" in the penal sum of SEVENTY EIGHT THOUSAND THIRTY OME & DP/IDD Dollars, ($ TB,031.00 ) la'A/ful money ot the United States, for the payment of which sum weli and truly to be made, we bind ourselves, our heirs, successors, executors arid administrators, jointly and severally, firmly by these presents. NOW, THEREFORE, the condition of this obligation is such that if the above bound Principai, his or its heirs, executors, administrators, successors or assigns, shal! in all things stand lo and abide by and well and truly keep and perform the covenants. Page 1 of 3 conditions and provisions in Ihe said agreement and any alteration thereof made as therein provided, 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 indennnify and save harnnless the City, its offers, agents and employees as therein stipulated, then this obligation shall become null and void; otherv/ise it sl>all be and remain in full force and effect. Surety waives any rights, if there be any, to require that a demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED; 1. As a 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, ail lo be taxed as costs and included in any judgment rendered. 2. Said Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms of the agreement or of the work to be performed thereunder, shaii 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, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an criginai thereof, have been duly executed by the Principal and Surety herein named on the IITH day of SEPTEMBEjk , 20_^6^ _ (.pe 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. Page 2 of 3 PRINCIPAL SJD PARTNERS, [,11). 6i^Ai^^____ Bruce V- CooK. G^tr\ero.J Counsel (NOTARIZATION AND SEAL) APPROVED AS TO FORM: By John R. haw, City Attorney SURETY BOND SAFEGUARD INSURANCE COMPANY &fbJLkx BEATAIZ^ SENSI, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) NOTE: Please Attach Acknowledgement and Power of Attorney Page 3 of 3 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, Susan E. Morales/Notary Public NAME, TJTLE OF OFFICER personally appeared Bruce V. Cook NAME OF SIGNER(S) Personally known to me - or - • 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), 1 i^Mowm ^ L and that by his/her/their slgnature(s) on the instrument the iAtt^ commiaionjiiAwruo f person(s), Of the entity upon behalf of which the person(s) acted, executed the instrument. SUSAN E. MORAUS I Convnmton # 1632049 1 Notaiv PUaSc. Coddofrta | Ofong* CounJv f My ConmEiiptMDac 28.2009^ WITNESS my hand and official seal. Xx (SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER • CORPORATE OFFICER TITLE(S) PARnNER(S) LIMITED • GENERAL DESCRIPTION OF ATTACHED DOCUMENT Payment Bond #5021875 Tract #16751 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES MANAGING MEMBER GENERAL COUNSEL 09/11/06 DATE OF DOCUMENT • OTHER: SIGNER IS REPRESENTING. NAME OF PERSON(S) OR ENTITY(IES) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of QRANGE On SEPTEMBER 11, 2006 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC NAME. Tm-E OF OFFICER - E.G., "JANE DOE, NOTARY PUBLIC- personally appeared BEATA A. SENSI NAM£(S) OF SIGNEB(S) 13 personally known to me - OR - • 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 ac- knowledged 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 personfs), or the entity upon behalf of which the person(s) acted, executed the instrument. '"cYNTHIAS.WOZNtVT ^ COWM #1670733 m Notaiy Put>li<>CaHfomt8 !t ORANGE COUNTi' ^ uyo^ Exo.June25,MIDI WITNESS my hand and official seal. OPTIONAL Ttiough the data l>elow is not required by law, it may prove valuable to persons relying on the document and couW prevent fraudulent reattachment of this fornt. CAPACin CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICER TTTl£(S) • PARTNER(S) • LIMfTED • GENERAL H ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIANAX)NSERVATOR • OTHER: DESCRIPTION OF AHACKED DOCUMENT LABOR AND MATERIAL BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SiQNER IS REPRESENTING: NAME OF PERSONtS) OR EMTTTYOES) BOND SAFEGDARD INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOvi" POWER OF ATTORNEY Bond Safeguard AO 24182 INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corpofatlon with Its principal office in Lombard, Illinois, does fiereby constitute and appoint: D. J. Picard, Todd M. Rohm. Sejal P. Lange, ******* Cathy S. Kennedy, Beata A. Sensi, Cynthia S. Wozney *************************************** Its true and lawful Attomey(s)-ln-Fact to make, execute, seaf and deliver for, and on its befialf as surety, any and all borxis, undertakings or otfier writings otiligatory In nature of a bond. Tbiis authority is made under and by the authority ot a resolution which was passed by the Board of Directors ot BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November, 2001 as follows: Resolved, that the President of the Company is hereby authorized to appoint and empower any representative of tfie Company or ottter person or persons as Attorney-in-Fact (o execute on behalf of the Company any bonds, undertaWngs, policies, contracts of indemnity or other writings olXigatory in nature of a bond, $ 3,000.000.00 Three million dollars »«*<*<«..«»«»>»»»»««»«««»*»,«.««.«.»».»«»..««».»»«»»•«>.«•.« which the Company migtit execute through Its duly elected officets, and affix the seal of the Company thereto. Any said execution ot such documents by an Attomey-ln-Fact sfiall be as binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers erf 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 President and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, 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 certlllcate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company, IN WITNESS THEREOF, BONO SAFEGUARD INSURANCE COMPANY has caused ttiis instrument to be signed by its President, and Its Corporate Seal lo be affixed this 7th day of November, 2001. BOND SAFEGUARD INSURANCE COMPANY David E. Campbell President ACKNOWLEDGEMENT On this 7th day of November, 2001, before me, personally came David E. Campbell to me known, who being duly swom. did depose and say that he Is the President of BOND SAFEGUARD INSURANCE COMPANY, the corporation described In and which executed the above instrument; that he executed said Instrument on behalf of the corporation by auttiority of his office under the By-laws of said corporation. 'OFFICIAL SEAL- LYDIA J. DEJONG Notary Public, State of Illinois My Commission Expires 1/12/07 :7 Lydia J. DeJong Notary Public CERTIFICATE 1, the undersigned. Vice President Of BOND SAFEGUARD INSURANCE COMPANY. An Illinois Insurance 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 Lombard, Illinois this IITH pay of SEPTEMBER 2o_0^ AN ILUNOIS 1 y INSURANCE ' ^ COMPANY Donald D. Buchanan Secretary BOND ISSUED IN THREE COUNTERPARTS nONU NO. 5025351 PREMIUM: $2,099.00 SUBDiVlSIDN FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.1) WHEREAS, the City Council of ttie City of .San Juan Capistrano. State of California, and SJD PARTNERS, LTD. • (hereafter designated as "Prfncipal"), have entered into a Subdivision Agroemont whereby Principal agrees to Install and complete certain designated public improvements, which said Agreement dated ^_ , 20 , and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond tor the faithful performance of said Agreement to guarantee certain work, more particularly described as follows:' TRACT 16751 - SANITARY SEWER IMPROVEMENTS NOW, THEREFORE, we, the Principal and BOND SAFEGUARD INSURANCE COMPANY , as Surety, are held firmly bound unto the City of San Juan Capistrano (hereafter called "Obligee"), In the sum of EIGHTY THREE THOUSAND NINE HUNDRED FIFTY TUP S pO/lOD Dollars, ($_B3lit5?L5L ) la'Mul money of the United States, for ttie payment of which sum well and truly to bo made, vre bind ourselves, our heirs, successors, executors and administrators, jointty and sevoraiiy, firmly by these presents. NOW, THEREFORE, the condition of this obligation is such that if Principal shall promptly and faithfully perform said improvemenhs, then the obligation shall be null and void; otherwiso it shall romain In full force and effect. Surety waives any rights, if there be any, to require that a demand bo made first against the Principal In the ovenl of default. BE IT rur-O MET RESOLVED; 1 AG a pari of the ob'iyation secured herebv, and In acklition lo (ho face- amount specified, there shall be included costs and reasonable eypenses and fees, inciuding reasonable attorngy's fees, incurred by City in succossfully enforcing sucn ot)llgatlcn, all to be taxed as costs and included in any iudgment rendered. 2 Said Surety, for value received, hereby stipulate.s and agrees tliat no chabge, extension of timo, 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 fiereby waive notice of any such change, extension of time, alteration, or modification of the contract documents or of work lo be performed Itiereunder. Executed this UTH day of SEPTEMBER 20^1^: . at ORANGE , California. PRINCIPAL SJD PARTNERS, LTD. SfVACt v. CooK.. GcrtWo.1 Counsel (NOTARIZATION AND SEAL} CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V, Cook Personally known to me - or - • UNANE.MOIMn Commimon* 1632049 Notoiv l*uMc - CoMornia Orano* County MyConvn. B(ptmOK:28,: NAME OFSIGNER(S) 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. WITNESS my hand and official seal. aSCL (SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) • PARTNER(S) [ LIMITED • GENERAL MANAGING MEMBER GENERAL COUNSEL OTHER: DESCRIPTION OF ATTACHED DOCUMENT Performance Bond #5025351 Tract #16751 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of QRANGE On SEPTEMBER 11, 2006 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC DATt NAME. TITLE OF OFFICER - E.G.. "JANE DOE. NOTARY PUBLIC" personally appeared BEATA A. SENSI NAME(S) OF SIGNER(S| @ personally known to me - OR - • 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 ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity(i8s), 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. CYMTOlAk WOZNEY* COMM #1670733 rr Notary Publicklalifixnia t ORANGE COUNTf Mv Comm. Exp. June 25. ^10^ I WITNESS my hand and official seal. OPTIONAL Though the data below is not required by iaw, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CUIMED BY SIGNER • INDIVIDUAL • CORPORATE OFRCER TITLEIS) n PARTNER(S) • LIMITED • GENERAL 13 ATTORNEY-IN-FACT • TRUSTEEtS) • GUARDIANACONSERVATOR • OTTIER: DESCRIPTION OF AHACHED DOCUMENT PERFORMANCE BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF Pe«SON(S) OR EMTtrY<eS) BOND SAFEGUARD INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY AO _ 24187 Bond Safeguard INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with its principal office in LomtJard, Illinois, does hereby constitute and appoint: D. J. Picard, Todd M. Rohm, Sejal P. Lange, ******* Cath^Kennedy, Beata A. Sensi, Cynthia S. Wozney *************************************** its true and lawful AtVofney(B)-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 BOND SAFEGUARD INSURANCE COMPANY on the 7th day of frfovember, 2001 as follows: Resolved, ttiat the President of ttie Company is hereby authorized lo appoint and empower einy representative of the Company or other person or persons as Attorney-in-Fact to execute on behalf of the Company any txwids, undertakings, policies, contracts of indemnity or other writings obligatory in nature of a bond, $ 3.ooo.QOO.oo Three mfliion dollars ••««'•*«'«»»>"«....>«»»»«•••»..».».....««..»».....»..•...».» which the Company might execute through its duly elected officers, and affix the seal of the Company thereto. Any sakJ execution of such documents by an Attomey-ln-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 Attomey-ln-Fact, so appointed, may be removed for good cause and the authority so granted may be revoked as specitied in ttie Power ot Attorney. Resolved, that the signature of the President and the seal of ttie Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, and the seal of the Company may be affixed by facsimile to any certificate of any such power and any sucti 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 shaii, with respect to any bond or undertaking to which it Is attacfied, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate Seal to be affixed this 7th day of November, 2001. BOND SAFEGUARD INSURANCE COMPANY David EfCampbeil President ACKNOWLEDGEMENT On this 7th day of November, 2001, before me, personally came DavkJ E. Campbell to me Imown, who being duly sworn, did depose and say that he is the President of BOND SAFEGUARD INSURANCE COMPANY, 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. "OFFICIAL SEAL" LYDIA J. DEJONG Notary Public, State of Illinois My Commission Expires 1/12/07 Lydia J. DeJong Notary Public CERTIFICATE I, the undersigned. Vice President of BONO SAFEGUARD INSURANCE COMPANY, An Illinois Insurance Company, DO HEREBY CERTIFY that the criginai Power of Attorney of which the foregoing is a true and correct copy, is In full force and effect and has not tteen revoked and the resolutions as set forth are now in force. Signed and Sealed at Lombard, Illinois this UTH pay of SEPTEMBER 2oj06_ Donald D. Buchanan Secretary BOND ISSttr.S) IN lURtr COUNTFRl'.'vRTS i'.ONl) NO. 5025351 PKUMIUM Cll.kROKI) IS TNCLUDEI.) Ii! PKRFORMANCL BOND •SyBDiVl_S!D_N.LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) WHEREAS, the City Council of the Oily of San Juan Capistrano, State of California, and SJD PARTNKRS, LTD. (hereafter designated as "Principal"), have entered into a Subdivision Agreement whereby Principal agrees to install and complete certain designated public improvements more particularly described as follows: TRACT 16751 - SANITARY SEWER IMPROVEMENTS WHEREAS said Agreement dated , 20 , Ss hereby referred to made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement; NOW, THEREFORE, we, the Prmcipal and J^J^^t!Jj^^H.^5Li!5!!:'^^ . , as Surety, are held firmly bound unto the City of xSan Juan Capistrano, hereinafter called "City" in the penat sum of EIGHTY THREE THOUSflND NINC HUNORED FIFTY TUQ & 00/100 DoliarS, ($J?^^5^Jl3L_ ) lawful money of the United States, for the payment of which sum welt and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents, NOW, THEREFORE, tlva condition of this obligation is such thrat if the above bound Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by and v;ell and truly keep and perform the covenants, Page 1 of 3 conrl'tnns and provisbns ir, tne said acjreurnen'. and any alteradon ttioreo' rnado as tl-,5rtiin [)rovidsd, on fns or tnoir part, to be kepi and performed al 'he time and in die manner therein specified, and in al! respects according to their true intent and meaning and shaii indemnify and save harmless the City, its offers, agents and employees as therein stipulated, then this obligation shaft become null and void; o'ltierwise it shall be obd romain in full force and effect. Surety v/aives any rights, if there be any, to require ttiat a demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED: 1. As a 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 obtigation, all to be taxed as costs and included in any judgment rendered. 2. Said Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms 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, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an originai thereof, have been duly execufed by the Principal and Surety herein named on the JHTH day of SEPTEMBER . 2C_ff , the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representalives pursuant to authority of its governing body. Pago 2 ot 3 PRINCIPAL r. til fAP.TtiKHS, l.Tl). APPROVED AS TO FORM: By John R. Shaw, City Attorney liV: B<"uce CoflK . G-cnero.) Counsel (NOTARIZATION AND SEAL) SURETY BOND SAFEGUARD INSURANCE COMPANY BY: nljiZtfyJ:_iv;^ BEATA^. siNSlTTTTORNEY- IN-I (NOTARtZATtON AND SEAL) FACT NOTE- Please Attach Acknowledgement and Power of Attorney CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • SUSAN E.MOIMUS Commmion # 1632049 NokJiy PuMc - CoStomfa Oranga County f My Conm apfcM Dac28,2009^ NAME OF SIGNER(S) 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 WITNESS my hand and official seal. (SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) • FARTNER(S) LIMITED • GENERAL DESCRIPTION OF ATTACHED DOCUMENT Payment Bond #5025351 Tract #16751 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES MANAGING MEMBER GENERAL COUNSEL OTHER: 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On SEPTEMBER 11, 2006 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC NAM£, Tine OF OFFICER - E.G.. "JANE DOE. NOTARY PUBLIC" personally appeared BEATA A. SENSI NAME(S) OF SIQNER(S) [3 personally known to me - OR - • 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 ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity{ies), and that by his/her/their slgnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. , I -11 - -' ^1 CYNTHIA S.WOZNEV t ^, COMM #1670733 ^ i-i Notary Pubhc-CaWomla i * V ORANGE COUNTY WITNESS my hand and official seal. OPTIONAL Though the data twiow is not required tjy law, it rray prove valuable to persons relying on Ihe docufnent and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • COftPORATE OFFICER ^m£^s) • PARTNER(S) • LIMrTED • GENERAL [D ATTORNEY-IN-FACT • TRUSTEE(S) • GUAROIAHOGNSERVATOR • OTHER: DESCRIPTION OF AHACHEO DOCUMENT LABOR AND MATERIAL BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER II, 2006 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OH ENTITYOES) BOND SAFEGUARD INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Bond Safeguard AO 24188 INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with its principal office In Lombard, Illinois, does hereby constitute and appoint: D. J. Picard, Todd M. Rohm, Sejai P. Lange, ******* _Cathyg. Kennedy, Beata A. Sensi, Cynthia S. Wozney *************************************** its true and lawful Attomey(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 Ihe authority of a resoiution which was passed by the Board of Directors of BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November, 2001 as follows: Resolved, that the President of the Company is hereby authorized to appoint and empower any representative of the Company or otfier person or persons as Attomey-ln-Fact to execute on behalf of the Company any bonds, undertakings, policies, contracts of indemnity or other writings obligatory in nature of a bond, S 3,000.000.00 Three million doiixra >««>»"»>"»»»»««««««"> 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 Attotney-ln-Fact shall be as binding upon the Company as it ttiey had been duly executed and acknowledged by the regularly elected officers of the Company. Any Attorney-in-Fact, so appointed, may be removed tor good cause and the authority so granted may be revoked as specified in the Power of Attomey Resolved, that the signature of the President and the seal of Ihe Company may be affixed by facsimile on any power of attomey granted, and the signature of the Vice President, 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 or undertaking to which It is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate Seal to be affixed this 7th day of November, 2001. BOND SAFEGUARD INSURANCE COMPANY David ErCampbell President ACKNOWLEDGEMENT Oh this 7th day of November, 2001, before me, personally came David E. Campbell to me known, who being duly swom, did depose and say that he is the President of BOND SAFEGUARD INSURANCE COMPANY, 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. •OFFICIAL SEAL" LYDIA J. DEJONG Notary Public, State of Illinois My Commission Expires 1/12/07 -%7 7 Lydia J. DeJong Notary Public CERTIFICATE I. the undersigned. Vice President of BONDSAFEGUARD INSURANCE COMPANY. An Illinois insurance Company. DO HEREBY CERTIFY that the original Power of Attomey ol 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 Lombard, Illinois this UTH SEPTEMBER 20_^ Donald D. Buchanan Secretary BOND ISSUED IN THREE COUNTERPARTS BOND NUMBER: SU5018429 PREMIUM: $1,416.00 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.1) WHEREAS, the City Council of the City of San Juan Capistrano, State of California, and SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP (hereafter designated as "Prindpal"), have entered into a Subdivision Agreement whereby Prindpal agrees to install and complete certain designated public improvements, which said Agreement dated , 20 . and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement to guarantee certain work, rrvDre particularly described as follows: TRACT 16751 - LANDSCAPE NOW, THEREFORE, we, the Prindpal and ARCH INSURANCE COMPANY , as Surety, are held firmly bound unto the ^U^L^T^-oSimmUWmmm^ -Obligee"). in the sum of SRVKNTY-EIRHT & NO/100 DoIiarS, ($141,578.00 ) 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 Principal shall promptiy and faithfully perform said improvements, then the obligation shall be null and void; othervflse it shall remain in full force and effect. Surety waives any rights, if there be any, to require that a demand be made first against the Principai in the event of default. 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 Surety, 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. Executed this 21ST day of NOVEMBER , 20 05 .. at ORANGE , Califomia. PRINCIPAL SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP BY: SJD DEVELOPEMENT CORP., A CALMORNIA QORPORATION, AS GENERAL PARTNER BY: .MVORNIA QOHPORAT {NOTARIZATION AND SEAL) APPROVED AS John R. bhaw. City Attomey SURETY ARCH INSURANCE COMPANY (mmmbMmif -IN-FACT CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Los Angeles On November 28,2005 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - Q SUSAN E. MORALES i COMM. #1332202 rn Notary PubUc-Caltfornia CO LOS ANGELES COUNTY -* My Comm. Exp. Dec 25,2005 y NAMEOFSIGNER(S) 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. WITNESS my hand and official seal. Jd -<g. nirrL (SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by iaw, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER ] CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED • GENERAL n ATTORNEY-IN-FACT • TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER: General Counsel DESCRIPTION OF ATTACHED DOCUMENT Bond TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 11/21/05 DATE OF DOCUMENT SIGNER IS REPRESENTING. NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, LTD CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of, CALIFORNIA County of ORANGE On NOVEMBER 21, 2005 DATE before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC NAME, TT7l£ OF Omcen - E-O, "JANE OOE. MOTAflY PUBLIC" personally appeared TODD M. ROHM NAME(S10F8*GNEHCS) B personally known to me - OR -QqjxaifgilxKxxiwjxsnxitmjag^^ lo be the person(st) whose name(x) Is/acK subscribed to the within instrument and ac- knowledged to me that he/shEffireyt executed the same In his/feefi6thi6u: authorized I'(le^'cVi^iH'AS. WOZNEY' t capacity^), and that by hla/fe«yo>Bix >s>-T=v>vN I signature(B) on the instrument the person(9), or the entity upon behalf of which the person(s^ acted, executed the Instrument. CYNTHIA S. WOZNEY COMM. #1362259 Notary Fublic-Califomia ORANGE COUNTY My Comm. Exp. June 25,2006 »>»in»Biiii«itee m WITNESS my hand and official seal. OPTIONAL Though the data bolow is not required by iaw, it may prove valuabie to persons relying on the document and could prevent fraudulent reattachment o< this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE ofTicen muEis) • PARTNERfS) • LIMITED • GENERAL B ATTORNEY-fN-FACT • TRUSTEE(S) • GUARDCANCONSERVATOR • OTHER: DESCRIPTION OF ATTACHED DOCUMENT PERFORMANCE BOND TITLE OR TYPE OF tXXXJMENT NUMBER OF PAGES NOVRMBER 21. 2005 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAMEOF PERSON(S) on EHTITYCES) ARCH INSURANCE COMPANY SIGNERIS) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Know All Men By These Presents: Thai the Arcti Insurance Company, a corporation organized and existing under Ihe laws of the Slate of Missouri, having its principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Todd M. Rohm, Cathy S. Kennedy, Sejal P. Lange, D. J. Picard and Beata A. Sens! of Orange. CA (EACH) its true and lawful Attomey(s}9n-Fact. to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, and as its act and deed: Any and all l>onds and undertaWngs EXCEPTION: NO AUTHORfTY is granted to make, execute, seal and deliver bonds or undertakings that guarantee the payment or collection of any promissory note, check, draft or letter of credit This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein. The Company may revoke this appointment at any time. The execution of sucti bonds and undertakings in pursuance of these presents shall be as binding upon the said Company as fuOy and amply to all intents and purposes, as if the same had been ckily executed and acknowledged by its regdariy elected offk^rs at its principal office in Kansas City. Mtosouri. , . This Power of Attomey is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on March 3,2003. true end accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and fiJed with the Secretary, or itie Secretary shal have the power and authority to appomt agents and attomeys-ki-fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings, obligatory In the nature tfiereof, and any such officers of the Company may appoint agents for acceptance of process." This Power of Attomey is signed, sealed and certified by facslmle under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on March 3, 2003: VOTED. That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on March 3, 2003, 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 ihe Company. OOML0013 0003 03 Page 1 of 2 Printed In U.S.A. In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers, this 1st day of April , 20 03 . Arch Insurance Company Attested and Certified Joseph S. L{©idl, Corporate Secretary Thomas P. Luckstone, Vice President STATE OF CONNECTlCLfl SS COUNTY OF FAIRFIELD SS I Melissa B. Gilligan, a Notary Public, do hereby certify that Thomas P. Luckstone and Joseph S. Label! personally known to me to be ttie same persons whose names are respedivety as Vice President and Corporate Secretary of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of Missouri, subscribed to the foregoing instrument appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voNjntary act of sakJ corporation and as their own free and voluntary acts for the uses and purposes therein set forth. OFFIOALSEAL M0JSSA B. GtLUGWt, notary P«fcfc Stale of ConntcicU li%C<>ninii«ion&pifKFetxu»Y28.2005 /T^li/kOnJ^U/iQrzr) Melissa BTGiUlQan, Notary Public *7 My commlsskxi expires 2-28-05 CERTIFICATION I, Joseph S. label!, Corporate Secretary of the Arch Insurarice Company, do hereby certify that the attached Power of Attomey dated April 1,2003 '_ on behaif of the person(s) as lisled atjove is a true and correct copy and that the same has been in fu8 force and effect since the date thereof and is in fufl force and effect on the date of this certiflcale; and i do further certify that the said Thomas P. Luckstone, who executed the Power of Attomey as Vice President, was on the date of execution of the attached Power of Attomey the duly elected Vice President of the Arch Insurance Company. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 21ST day of NOVEMBER 20 05 . Joseph S I, Corporate Secretary This Power of Attomey limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated. Home Office: Kansas City, MO OOML0013 00 03 03 Page 2 of 2 Printed in U.S.A. BOND ISSUED IN THREE COUNTERPARTS BOND NUMBER: SU5018429 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND SUBDMSION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) WHEREAS, the City Council of the City of San Juan Capistrano. State of Califomia,and SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP (hereafter designated as "Principal"), have entered into a Subdivision Agreement whereby Prindpal agrees to install and complete certain designated public improvements more particularly described as follows: TRACT 167SI - LANDSCAPE \ WHEREAS said Agreement dated . 20 . is hereby referred to made a part hereof; dnd WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement; NOW, THEREFORE, we. the Principal and ARCH INSURANCE COMPANY , as Surety, are held firmly bound unto the City of San Juan Capistrano, hereinafter called "City" In the penal sum of ONE HUNDRED FORTY-ONE THOUSAND FIVE HUNDRED SEVENTY-EIGHT & NO/100— Dollars, ($ I41>578.00 ) 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, shall in all things stand to and abide by and well and truly keep and perform the covenants, Page 1 of 3 conditions and provisions in the said agreement and any alteration thereof made as therein provided, 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, then this obligation shall become null and void; otherwise it shall be and remain In full force and effect. Surety waives any rights, if there be any, to require that a demand be made first against the Principal In the event of default. BE IT FURTHER RESOLVED: 1. As a part of toe obligation secured hereby, and in addition to the face amount spedfied therefor, there shall be included costs and reasoriable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, ail to be taxed as costs and included in any judgment rendered. 2. Said Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms of the agreement or of the work to be performed thereunder, shalMn 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 toe woric or to the specifications. IN WITNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Prindpal and Surety herein named on toe 21ST day of NOVEMBER , 20 05 . 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 goveming body. Page 2 of 3 PRINCIPAL SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP BY: SJD DEVELOPMENT CORP., A CALIFORNIA CQtlPORATION, AS GENERAL FARTHER BYj (NOTARIZATION AND SEAL) APPROVED AS TO FORM: John R. Shaw, City Attomey SURETY ARCH INSURANCE COMP, r BY: TODD M. ROHM, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) NOTE: Please Attach Acknowtedgement and Power of Attomey Page 3 of 3 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Los Angeles On November 28, 2005 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook NAME OF SIGNER(S) Personally known to me - or - • Proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within X* ViiVam' ''1 instrument and acknowledged to me that he/she/they ^ df^d?^ ^"^„..J-..'^.9?.^^^S I avxipnteH tho came, in hic/hor/thoir aiithnrtToH nananitw/iocl COMM. #1332202 executed the same In his/her/their authorized capacity(ies), f^o^jvp^t^'ic-caiitoinia 5 and that by his/her/their signature(s) on the instrument the iviyComm.S>^DS2005 I person(s), OF the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Jd UjCin/rx. [SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT U INDIVIDUAL/OWNER • CORPORATE OFFICER TITLE(S) • PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR OTHER: General Counsel Bond TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 11/21/05 DATE OF DOCUMENT SIGNER IS REPRESENTING. NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, LTD CALIFORNiA ALL^*URPOSE ACKNOWLEDGMENT State of. CALIFORNIA County of ORANGE On NOVEMBER 21. 2005 OATE before me, CYNTHIA S. WOZNEY. NOTARY PUBLIC NAME, TTTtE OF OmCER - E-O,'JfNE DOE. MOTArtY PUBUC- personally appeared TODD M. ROHM 0 personally known to me - OR -QqaHB»a s / CYNTHIA S. WOZNEY \ COMM. #1362259 ^ Notary Public-California W ORANGE COUNTY My Comm. Exp. June 25,2006 JL. NAME(8)0F»QNEn(S) to be the person(st) whose name(s) Is/aijec subscribed lo the within instrument and ac- knowledged to me that he/shesttbe^ executed the same In his/faofidttosi* authorized capacity(ifis), and that by hls/fasjifthBii signature(s) on the Instrument the person(s), or the entity upon behalf of which the person^a^ acted, executed the Instrument. WITNESS my hand and official seal. OPTIONAL Though the data below la not required by law, K may prove valuable to persons relying on the document and could prevent fraudoienl reattachment ot this iorm. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICeR • PARTNER<S) • UMITED • GENERAL 0 ATTORNEY^N-FACT D TRUSTEE{S) • GUARDtANmiSERVATOR • OTHER: DESCRIPTION OF AHACHEO DOCUMENT LABOR AND MATERIAL BOND TTTLE OR TYPE OF DOCUMENT NUMBER OF PAGES NOVEMBER 21, 2005 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSONCS) on EKinYteS) ARCH INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Know All Men By These Presents: That the Arch Insurance Company, a corporation organized and existing under the laws of the Stale of Missouri, having its principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Todd M. Rohm, Cathy S. Kennedy, Sejal P. Lange, D. J. Picard and Beata A. Sensi of Orange, CA (EACH) Hs true and iawfui Attomey(s>-in-Fact. to make, execute, seal, and deliver from the date of issuance of this power for and on its t>ehatt as surety, and as its ad and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY Is granted to make, execute, seai and delivef bonds or undertakings that guarantee the payment or collectkxi of any promissory note, check, draft or letter of credit This authority does not permR the same obligation to be split kito two or more bonds in order to bring each such bond within tho dollar limit of authority as set forth herein. The Company may revoke this appointment at any time. The execution of such bonds and undertakings in pursuance of these presents shaU be as:binding upon the said Company as fuly and amply to aU intents and purposes, as if the same had^^ been duly, executed and acknowtedged by Rs regularly elected offfcers at Rs principal office in Kansas City, M'ssouri. V.. This Power of Attomey is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on March 3,2003, hue and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being to fuli force and effect "VOTED, That the Chainnan of toe Board, the President or any Vice President or their appomlees designated in vwitiog and filed with the Secretary, w the Secretary shal have the power and authority to appoint agents and attomeys-kvfact and to authorize them to execute on behalf of the Company, and attach toe seal of the Company thereto, bonds and undertakings, recognizances, conlracts of indemnity and other vnittogs, obfigatory to toe nature thereof, and any such officers of the Company may appoint agents for acceptance of process." Thb Power of Attorney is signed, sealed and certified by facsimile under and by authority of toe folkxMng resolution adopted by the unanimous consent of toe Board of Directors of the Company on March 3,2003: VOTED, That the signature of toe Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with toe Secretary, and the signature of the Secretary, the seal of toe Company, and certifications by the Secretary, may be affixed by facsimile on any power of attomey or bond executed pursuant to the resolution adopted by the Board of Directors.on March 3, 2003, and any such power so executed, sealed and certified with respect to any bond or undertaking to which R is attached, shall continue lo be valid and binding upon toe Company. OOML0013 00 03 03 Page 1 of 2 Printed in U.S.A. In Teslimony Whereof, the Company has caused this Instalment to be signed and its corporate seal to be affixed by their .20 03 . authorized officers, this "1st day of April Attested and Certified Joseph S. L^ell. Corporate Secretary Arch Insurance Company Thomas P. Luckstone, Vice PreskJenl STATE OF CONNECTICUT SS COUNTY OF FAIRFIELD SS I Melissa B. Gilligan, a Notary PuWfc. do hereby certify that Thomas P. Ludcstone and Joseph S. LabeB personally known to me to be the same persons whose names are respectively as Vice President and Corporate Secretary of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of Missouri, subscribed to the foregoing instrument, appeared tiefore me this day In person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said Instrument as the free and vokintwy act of sakJ corporation and as their own free and voluntary acts for the uses and purposes therein set forth. Melgsa BTGilTgan. Notary Public V My commission expires 2-28-05 OfFJCW-SEAL MHJSSA B. GUJGAN. Kotay Pvtiic Stale of Ccnnecicut My Conwfeelon Expires Febntay 28,2005 CERTIFICATION I, Joseph S. |.abeH, Corporate Secretary of the Arch Insurance Company, do hereby certifr that the attached Power of Attomey dated April T. 2003 on behalf of the person{s) as lisled above Is a true and correct copy and that the same has been In futt force and effect since the date thereof and Is In futl force and effect on the date of this certificate; and I do further certify that the saW Thomas P. Luckstone, who executed the Power of Attomey as Vice President, was on the date of executkm of the attached Power of Attomey the duly elected Vice President of the Arch Insurance Company. IN TESTIMONY WHEREOF, I have hereunto subscrRjed my name and affixed the corporate seal of the Arch Insurance Company on Ihis 21ST day of NOVEMBER . 20 05 . Joseph S^^^rffeliTCorporate Secretary This Power of Attomey limits the acts of those named therein to the bonds and undertakings specificaliy named therein and they have no authority to bind the Company except In the manner and to the extent herein stated. Home Office: Kansas City. MO OOMLOOt3 00 03 03 Page 2 of 2 Printed in U.S.A. ARCH Insurance Company ARCH Surety NOTICE - DISCLOSURE OF TERRORISM PREMIUM In accordance with the Terrorism Risk Insurance Act of 2002, we are providing this disclosure notice for bonds on which Arch Insurance Company is the surety. DISCLOSURE OF PREMIUM The portion of the premium attributable to coverage for terrorist acts certified under the Act is Zero Doiiars ($0.00). DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM LOSSES The United States will pay ninety percent (90%) of covered terrorism losses exceeding the applicable insurer deductible. BOND ISSUED IN THREE COUNTERPARTS BOND NUMBER: SU5018428 PREMIUM: $140.00 TRACT NO.: 16751 SUBDIVISION FAITHFUL PERFORMANCE BOND FOR SETTING SUBDIVISION MONUMENTS (GOVERNMENT CODE 66499.1) WHEREAS, the City Councii of the City of San Juan Capistrano, State of Califomia, and SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP (hereafter ^designated as "Principal"}, have entered into a Subdivision Agreement whereby Principal agrees to install and complete certain designated public improvements, which said Agreement dated , 20 and made a part hereof; and WHEREAS, said Prindpal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement to guarantee the proper setting of all required survey monuments assodated with the Subdivision Development. NOW, THEREFORE, we, the Principal and ARCH INSURANCE COMPANY . as Surety, are held firmly bound unto the City of San Juan Capistrano (hereafter called "Obligee"), In the sum of FOURTEEN THOUSAND & NO/ICQ— , Dollars, f$ 14,000.00 ) lawful money of toe 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, toe condition of this obligation is such that if Prindpal shall promptly and faithfully perform said improvements, then the obligation shall be null and void; otherwise it shall remain in full force and effect Surety waives any rights, if there be any, to require that a demand be made first against the Prindpal in the event of default. 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 attome/s fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included In any judgment rendered. 2. Said Surety, 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 modificatJon of the contract documents or of work to be performed thereunder. Executed this 20 05 . at 21ST ORANGE day of NOVEMBER Califomia. PRINCIPAL SJD PARTNERS. LTD., A CALIFORNIA LIMITED PARTNERSHIP BY: SJD DEVELOPMENT CORP., A CALIFORNIA CpQPORATION, AS GENERAL PARTNER BY: (NOTARIZATION AND SEAL) APPROVED AS TO FORM: John R. SIVaw. City Attomey SURETY ARCH INSURANCE COMPANY BY: ^..XtUl^^M^ TODD M. ROHM, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Los Angeles On November 28, 2005 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • SUSAN E. MORALES } COMM. #1332202 f,. Notary Public-California V) LOS ANGELES COUNTY = MyComm.E)tp.Dec25,2005 y NAMEOFSIGNER(S) 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. WITNESS my hand and official seal. (SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED • GENERAL • ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER: General Counsel DESCRIPTION OF ATTACHED DOCUMENT Bond TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 11/21/05 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, LTD CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 1 State of. CALIFORNIA County of ORANGE On NOVEMBER 21. 2005 beforo me, CYNTHIA S. WOZNEY, NOTARY PUBLIC DATE KAkC, TITli W OmCER. La, •JANE DOe, HOTAflY PUeUC" personally appeared TODD M. ROHM HAME(S)0F8IQHEntS) 0 personally known to me - OR -QqBHnrodxtocmfixgsxt^^ to be tfie person(s) whose name(s) is/aicet subscribed to the within Instrument and ac- knowledged to me that he/shEtthe^ executed the same in hIs/iiiefidtliffiU authorized capacityOtfiS), and that by his/JossftkBht slgnature(s) on the instrument the person(s^, or the entity upon behalf ol which the person(Q^ acted, executed the instrument. Of,)'.;. .V:M2i5<, m 'MTV ^ ; r.. v:).25,/m| WITNESS my hand and official seal. OPTIONAL Though toe data Is nol required by law, K may prove valuabte to fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • IffDIVlOUAL • CORPORATE OFFICER Tni£<S» • PARTNER(S) • UMITH) • GENERAL 0 ATrORNEY4N-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR • O-TOER: SIGNER IS REPRESENTING: NAMECrpEnSOKS) OREHtnYQES) ARCH INSHRANCE COMPANY DESCRIPTIQK OF AnACKED DOCUMENT MONUMENT BOND TTTLE OR TYPE OF DOCUMENT NUMBER OF PAGES NOVEMBER 21. 2005 DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Know All Men By These Presents; That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having Its prindpal office in Kansas City, Missouri (hereinafter referred to as the 'Company") does hereby appoint Todd M. Rohm, Cathy S. Kennedy, Sejal P. Lange, D. J. Picard and Beata A. Sensi of Orange, CA (EACH) its true and lawful Atlomey(s)-in-Fact, to make, execute, seaf, and deliver from the date of issuance of Ihis power for and on its behaif as surety, and as its act and deed: Any and aH bonds and undertakings EXCEPTION: NO AUTHORITY Is granted to make, execute, seai and deliver bonds or undertakings that guarantee the payment or cotiection of any promissory note, check, draft or letter of credit This authority does not permit the same obBgalkm lo bo spilt into two or more bonds in order to bring each such bond within the dottar Dmit of authority as set forth herein. The Company may revoke this appointment at any time. The executkxi of such bonds and undertakings in pursuanos of these presents shaR be as binding upon the said Company as fully and amply lo all Intents and purposes, as if the same hadbfeeri diliy executed and acknowledged by Its regularly elected officers at its principai office in Kansas City, Missouri. This Power of Attomey is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Comfiany on March 3,2003, true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated to writlog and filed with the Secretary, a the Seaet^ shaN have the power and authority to appoint agents and attorneys-in-fact,. and to authorize them to execute on behalf of tho Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other wiittogs, obligatory In tho nature ttiereof, and any such officers of the Company may appoint agents for acceptance of process.* This Power of Attomey Is signed, sealed and certified by facsimile under and by auttiority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on March 3. 2003: VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees designated to writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attomey or bond executed pursuant to the resoiution adopted by the Board of Directors on March 3, 2003, and any such power so executed, sealed and certified with respect lo any bond or undertaking lo which it Is attached, shatt continue to be vafid and binding upon the Company. OOML0013 000303 Page 1 of 2 Printed in U.S.A. In Testimony Whereof, the Comosny has caused this Instnjment to be signed and its corporate seal to be affixed by their authorized officers, this 1st day of April , 20 03 . Arch Insurance Company Attested and Certified Joseph S. L^efi, Corporate Secretary STATE OF CONNECTiCLTT SS COUNTY OF FAIRFIELD SS Thomas P. Luckstone. Vice President I Melissa B. Gilligan, a Notary PubPc, do hereby certify that Thomas P. Luckstone and Joseph S. Label! personally known to me to be the same persons whose names are respectively as Vice President and Corporate Secretaty of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of Missouri, subscriied to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth. OFFIOALSEAL MGJSSA D. GILUGAN. Notary PHtfc Stale otConnedicU My Corriinfeilon Expires Februay 28,2005 Melissa BTGiligan, Notary Public V . Giligan, Notary My commission expires 2-28-05 CERTIFICATION I. Joseph S. Label!, Corporate Secretary of the Arch Insurance Company, do hereby certify that the attached Power of Attomey dated April 1.2003 on behalf of the person(s) as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is hi fuU force and effect on the date of this certificate; and I do further certify that the said Thomas P. Luckstone, who executed the Power of Attomey as Vice President, was on the date of execution of the attached Power of Attomey the duly elected Vce FTesiddnt of the Arch Insurance Conipany. IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed the corporate seal of the Arch insurance Company on this 21ST day of NOVEMBER . 20 05 . Joseph S^i^^JfeliTCorporate Secretary This Power of Attomey Bmits the acts of those named therein to the bonds and undertakings specifically named therein . and they have no authority to bind the Company except hi the manner and lo the extent herein staled. Home Office: Kansas City, MO OOML0013 00 0303 Page 2 of 2 Printed in U.S.A. ARCH Insurance Company ARCH surety NOTICE - DISCLOSURE OF TERRORISM PREMIUM In accordance with the Terrorism Risk Insurance Act of 2002. we are providing this disclosure notice for bonds on which Arch Insurance Company is the surety. DISCLOSURE OF PREMIUM The portion of the premium attributable to coverage for terrorist acts certified under the Act is Zero Dollars ($0.00). DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM LOSSES The United States will pay ninety percent (90%) of covered terrorism losses exceeding the applicable insurer deductible. BOND ISSUED IN THREE COUNTERPARTS BOND NO. 5025352 PREMIUM: $1,330.00 SUBDIViSION FAITHFUL PERFORIVIANCE BOND (GOVERNMENT CODE 66499.1) VA/HEREAS, the City Council of the City of San Juan Capistrano, State of Catifornia, and SJD PARTNERS, LTD. (hereafter designated as "Principal"), tiave entered into a Subdivision Agreement whereby Principal agrees lo Install and complete certain designated public improvements, which said Agreement dated 20 , and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement lo guarantee certain work, more particularly described as fotlows:" TRACT 16751 - WATER AND RELATED IMPROVEMENTS NOW, THEREFORE, we, the Principal and BOND SAEECUARD iNSURANCE__cpMPANY , as Surety, are held firmly bound unto the City of San Juan Capistrano (hereafter called "Obligee"), In the sum of FIFTY THREE THOUSAND TUO HUNDRED FIFTEEfJ & OD/iDD Dollars, ($. 53,215.00 ) lawful money of the United States, for the paynient of which sum welt 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 obtigation is such that if Principal shall promptly and faithfully perform said improvemenhs, then the obligation shall be null anci void, otherwiso it shall rennain in full force and effect. Surety waives any rights, if there be any, to require that a demand be made first against the Principal in tlie event of default. BE IT r-URlHER RESOLVED; r 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 succossfully enforcing such obligation, all to be taxed as costs and Included in any iudgment rendered. 2. Said Surety, for value received, hereby stlpulafes and agrees that no chahge, extension of time, alteration, or modification of the corrtroct documents or of tire 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 lime, alteration, or modification of the contract documents or of work to be performed thereunder. Executed this UTH day of • 2006 , at ORANGE , California. PRINCIPAL SJD PARTNERS, LTD. BXl XZ Bruce V. Coa < I Gervcr«,l Counsel (NOTARIZATION AND SEAL) BEAT4/A. SENSI, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - D NAME OF SiGNER(S) 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. SUSAN E. MORMH CoinmiNk>n# 1682049 NoIoiY PuMc - CaWomta ^ Oronga County f MyConmExplw»Oac28,2009^ WITNESS my hand and official seal. Jd (SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuabie to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT • INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED • GENERAL • MANAGING MEMBER M GENERAL COUNSEL OTHER: Performance Bond #5025352 7>gc/ #16751 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON{S) OR ENTITY(IES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County Of ORANGE On SEPTEMBER 11. 2006 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC DATE NAME, TITLE OF OFFCER • E.G.. "JANE DOE. NOTARV PUBLIC personally appeared BEATA A. SENSI NAME(S)OFSIGNER(S| \M personally known to me - OR - • 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 ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that hy his/her/their 3ignature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. CYNTHIA S. WOZNEY COMM #1670733 Notary Publlc-Callfomia ORANGE COONTY MY Comm f^f^ ^^^^ WITNESS my hand and official seal. OPTIONAL Though the data below is not required by law, It may prove valuabie to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CUIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICER TTOeS) • PARTNER(S) • LIMITED • GENERAL Q ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR • OTHER: DESCRIPTION OF AHACHED DOCUMENT PERFORMANCE BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11. 2006 DATE OF DOCUMENT SIQNER IS REPRESENTINQ: NAME OF PERSONO OR ENTTrYdES) BOND SAFEGUARD INSURANCE COMPANY SIQNER(S) OTHER THAN nmED ABOVE POWER OF ATTORNEY Bond Safeguard AO 24193 INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with Its principal office in Lombard, Illinois, does hereby constitute and appoint: D. L Picard, Todd M. Rohm, Sejai P. Lange, ******* Cathy S. Kennedy. Beata A. Sensi, Cynthia S. Wozney *************************************** Its true and lawful Attomey(s)-ln-Fact to make, execute, seal and deliver for, and on its tjehalf 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 ot BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November, 2001 as follows: Resolved, that ttie President 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 tfie Company any bornds, undertakings, policies, contracts of indemnity or other writings obligatory In nature of a borxl, $ 3.000.000-Q0 Three million dollars »»»»««»"««««<'<»'»'»»««»««"««««»»»•»»«»«««««««••»»'»•«««**«" which the Company might execute through its duly elected officers, and affix the seal of the Company thereto. Arty 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 ofTicers of the Company. Any Attomey-ln-Fact, so appointed, may be renxjved for good cause and the authority so granted may be revoked as specified in the Power of Attomey Resotved, that the signature of the President and the seal ot the Company may be affixed by facsimile on any power of attomey granted, and the signature of the Vice President, arxi 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 tho Company. Any such power so executed £ind sealed and certificate so executed and sealed shaii, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF. BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate Seal to be affixed this 7tti day of November, 2001 • BOND SAFEGUARD INSURANCE COMPANY David E Campbell President ACKNOWLEDGEMENT On this 7th day ot November, 2001, before me, personally came David E. Campbell to me known, who being duly swom, did depose and say that he is the President of BOND SAFEGUARD INSURANCE COMPANY, the corporation described in and which executed the at>ove Instrument: that he executed said instrument on behalf of the corporation by auttiority of his office under the By-laws ot said corporation. "OFFICIAL SEAL" LYDIA J. DEJONG Notary Public, State of Illinois My Commission Expires 1/12/07 yj Lydia J. DeJong Notary Public CERTIFICATE I, the undersigned, Vice President of BOND SAFEGUARD INSURANCE COMPANY, An iitlnols Insurance Con^any. DO HEREBY CERTIFY that the original Power of Attomey of which the foregoing Is a true and correct copy, is in full force and effect and has rx>t been revoked and the resolutions as set forth are now In force. Signed and Sealed at Lombard, Illinois this ZldZ^Day of SEPTEMBER 20. 06 Donald O. Budianan Secretary '60YiX> ISSUED I« THREE COUNTERPARTS BOHD NO. 5025352 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND SUBDlViSiON LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) WHEREAS, the City Counci! of the City of San Juan Capistrano, State of CaliforniD. and SJD PARTNERS, LTD. (hereafter designated as "Principar), have entered into a Subdivision Agreement whereby Principal agrees to install and complete certain designated public improvements more particularly described as follows; TRACT 16751 - WATER AND RELATED IMPROVEMENTS WHEREAS said Agreement dated , 20 Is hereby referred to made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement; NOW. THEREFORE, we, the Principal and BOND SAFEGUARD INSURANCE COMPANY . . as Surety, are held firmly bound unto the City of San Juan Capistrano, hereinafter called "City" in the penal sum of FIFTY THREE THOUSflND TUQ HUNORED firTCER &. QO/lOO Dollars, ($ 53,215.00 ) lawTu! 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 tlie above bound Principai, his or Its heirs, executors, administrators, successors or assigns, shaii in all things stand to and abide by and well and truly keep and perform the covenants, Page 1 of 3 ccntiiUoris and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein speciiied, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its oflers, agents and employees as therein stipulated, then this obligation shall become null and void; otherv/ise it sliail be and remain in full force and effect. Surety waives any rights, if there be any. lo require that a demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED: 1. As a 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 successfuliy enforcing suchi obligation, al! to be taxed as costs and included in any judgment rendered. 2. Said Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms 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, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an originai thereof, have been duly executed by the Principal and Surety herein named on the JUTTf day of SEPTEMBER , 20_ZZ-> tbe 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. Page 2 ol 3 PRIHCIFAL SJO PARTNERS, LTD. Bruce v. C«oK , G-tricro-l Ceunscl (NOTARIZATION AND SEAL) APPROVED AS TO FORM- o John R. Shaw, City AUorney SURETY BOND SAFEGUARD "INSURANCE COMPANY 'ATkj/' SENSI, ATTORNEY- SI BEATA (NOTARIZATION AND SEAL) IN-FACT NOTE: Please Attach Acknowledgement and Power of Attomey Page 3 oi 3 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • SUSAN E.MOilAUS ComrnMon # 1632049 Nofwy ruble - Ccttttomta Orange County r MyCoiT»n &p>i D9C28.2009^ I NAME OF SIGNER(S) 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 acknowiedged 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 WITNESS my hand and official seal. Jd 7^i%ryq (SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) n PARTNER(S) LIMITED • GENERAL • MANAGING MEMBER GENERAL COUNSEL DESCRIPTION OF ATTACHED DOCUMENT Payment Bond #5025352 Tract #16751 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITy(lES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of _™!21 On SEPTEMBER 11, 2006 DATS personally appeared BEATA A. SENSI before me, CYNTHIA S. WOZNEY. NOTARY PUBLIC NAME. TITEE OF OFFICER • E.G. VANE DOE. NOTARY P0B1.IC- • personally known to me - OR NAME(S)0FSK3NER(S) • 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 ac- knowledged 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. Notary Publto-Ca>rfom»8 ^ ORANGE COUNTY WITNESS my hand and official seal. OPTIONAL Though the data below Is not required by law, It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICER •nTEE(S) • PARTNER(S) • LIMFTED • GENERAL l^I ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR • OTHER: DESCRIPTION OF AHACHED DOCUMENT LABOR AND MATERIAL BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PeBSON<S) OR ENTITY(IES) BOND SAFEGUARD INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Bond Safeguard AO 24194 INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, ttial BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with Its principal office In Lombard, Illinois, does hereby constitute and appoint: ^ • , , ......... D. J. Picard, Todd M. Rohm, Sejal P. Lange, ******* Cathy S. Kennedy, Beata A. Senai, Cynthia S. Wozney *************************************** its true and lavtrful Attomey(s)-ln-Fact to make, execute, seal and deliver tor, 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 tfie authority of a resolution which was passed by the Board of Directors of BOND SAFEGUARD INSURANCE COMPANY on ttie 7th day of November, 2001 as follows: Resolved, that ttie President of the Company is hereby authorized to appoint suid empower any representative of the Company or other person or persons as Attomey-ln-Fact to execute on ttehalf ot the Company any txxids, undertakings, policies, contracts of indemnity or other writings obligatory in nature of a bond, S 3,ooo.ooo.OQThreernim<mdoiim "''""••"»»**•'•'''''''"*•"•"••*•"•"'"'*"•'"•'"" *•*•*.***.•**.•**••*****•**•** *....•*********.*. which the Company might execute through its duly elected officers, and affix the seal of ttie Company thereto. Any said execution ot such documents by an Attomey-ln-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 renroved for good cause and the auttiority so granted may be revoked as spedfied in ttie Power of Attorney. Resolved, tfiat the signature of the President and the seal of the Company may be affixed by facsimile on any power of atlomey granted, and the signature of the Vice President, 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 or undertaking to which it is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by Its President, and its Corporate Seal to be affixed this 7th day of Novemtier, 2001. BOND SAFEGUARD INSURANCE COMPANY David E Campbell President ACKNOWLEDGEMENT On this 7th day of November, 2001, before me, personally came David E. Campbell to me known, who being duly swom, did depose and say that he is the President of BOND SAFEGUARD INSURANCE COMPANY, tho corporation described in and which executed ttie above instrument; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. "OFFICIAL SEAL" LYDIA J. DEJONG Notary Public, Slate of Illinois My Commission Expires 1/12/07 77 Lydia J. DeJong Notary Public CERTIFICATE I, the undersigned. Vice President of BOND SAFEGUARD INSURANCE COMPANY, An Illinois Insurance Company, DO HEREBY CERTIFY that the original Power of Attomey 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 Lombard, Illinois this IITH pay of SEPTEMBER . 20 06 Donald D. Buchanan Secretary 1 Qu RECORDING REQUESTED BY: City of San Juan Capistrano 32400 Paseo Adeianto San Juan Capistrano, OA 92675 AND WHEN RECORDED, MAIL TO: Margaret R. Monahan, City Clerk City of San Juan Capistrano 32400 Paseo Adeianto San Juan Capistrano, OA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano Recorded in Official Records. Orange County Torn Daly, Clerk-Recorder i!idi;(w iiil!!ilili!li{i'llilill'NOFEE 2006000725672 08:22am 10/27/06 ^i13 160 A12 20 : 30 0,00 0 00 0.00 O OO 0.00 0.00 0.00 This Space for Recorder's Use Only Title of Document: SUBDIVISION IMPROVEMENT AGREEMENT FINAL TRACT MAP 16752 ATTACHMENT 9 SO Recording Requested by and When Recorded Mail To: City of San Juan Capistrano Attention: City Clerk 32400 Paseo Adeianto San Juan Capistrano, CA 92675 Margaret R. Monahan, City Clerk City of San Juan Capistrano SUBDIVISION IMPROVEMENT AGREEMENT SUBJECT: FINAL TRACT MAP 16752 THIS AGREEMENT is made this iT^ay of j^^ffo^^OOB, between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation. State of California, hereinafter referred to as "City" and SJD PARTNERS, LTD., a California limited partnership, whose mailing address is 1250 Corona Pointe Court, Suite 210, Corona CA 92879, hereinafter referred to as "Subdivider": WHEREAS, the tentative map application was conditionally approved by Resolution No 92-6-16-4; and. WHEREAS, Subdivider is the owner of that certain parcel of land situated in the City of San Juan Capistrano, Crange County, generally described as Vested Tentative Tract Maps 14196 and 15609 and Subdivider proposes to do and perform certain work of Improvement thereon as hereinafter set forth; and WHEREAS, City desires to assure that said proposed improvements will be done In a good workmanlike manner and in accordance with the laws now in force and effect in the City of San Juan Capistrano, California, the terms and conditions of which are incorporated herein by reference; and WHEREAS, Subdivider declares that he is familiar with the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and WHEREAS, a Final Map of said subdivision prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council. NOW THEREFORE, in consideration of the approval and acceptance by the City Council of City of said Final Map and the acceptance of easements therein offered for dedication for street and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows: 1. General Requirements: Subdivider shall comply with all the requirements specified in the "AMENDMENTTO 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)" dated November 15,2005, the WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES, dated September 2, 2003 and its subsequent amendment dated March 16,2004, the conditions of approval set fort In City Council Resolution No. 92-6-16-4 (for Tentative Tract Map 14196) and all applicable conditions of approval set fort in City Council Resolution No, 03- 09-16-06 (for Tentative Tract Map 15609) and shall, at his own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of improvement (the "Works of Improvement"), set forth in Exhibit "A", to the satisfaction of the City Engineer. Such work of improvement shall include but not be limited to the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement and the construction of all required off-site infra-structure and circulation improvements to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1^) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Vaile Road to 2500 feet east, as well as any Improvements not Included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1^*) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% -2- Ortega Highway & 1-5 Northbound Ramos: Improvements: Construct westbound free right turn lane Fair share: 0.8% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1*' Certificate of Occupancy, the applicant shall design and construct the off- site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. 1.3 Construction of Avenida California. Prior to issuance of thai 51st Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California Street, from the extension of Via California, all the way to its intersection with Vaile Road. For any phases of development prior to issuance of the 151®' Residential Building Permit any section of Avenida California Street leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction Prior to the completion of Avenida California, or the issuance of the 151® Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Vaile Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane -3 - La Novia Avenue & Vaile Road/1-5 Northbound Ramos: Improvements; Realign La Novia Avenue and the 1-5 NB Ramps and install a traffic signal. Vaile Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen to a two-lane divided roadway. Security: A, Subdivider shall, at all times beginning with the execution of this agreement, guarantee Subdivider's performance of this agreement 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: (i) A Faithful Performance Bond to ensure faithful performance of this agreement in regard to said improvements in the amount of 100% of the estimated cost of construction of the improvements (110% for water related Improvements); and (li) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements (110% for water related improvements); and (iii) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and h addition to the security instruments referenced in Paragraph 2(A) above, Subdivider shall provide to City the following Security Instruments; (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Subdivider shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Subdivider shall provide a Landscape and Irrigation Warranty Bond warranting the landscape and irrigation Works of Improvement for a period of (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA). All Security Instruments required by this agreement, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, shall be kept on file with the City Clerk. The terms of the Security Instruments required by this agreement are hereby incorporated in this agreement by reference. City shall release the Faithful Performance Bond upon Subdivider's written request following acceptance by City of the Works of Improvement and Subdivider's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Subdivider's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Subdivider has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Subdivider's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 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 -5 - Rating Guide published by A.M. Best's Company, Oldwick, New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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 Grange, State of California; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Subdivider's obligations under this Agreement, shall be irrevocable, and shall include as an additional obligation secured the responsibility to compensate City for ail of the City's attorneys' fees and litigation expenses reasonably incurred enforcing its rights under the Security Instruments. Time of Completion: All of the Works of Improvement shall be completed within twenty-four (24) months from the effective date of this Agreement. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Subdivider. Subdivider shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Paragraph 19 below. In the event that Subdivider fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. The City may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of paragraph 3 herein, Subdivider's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, Including to the extent applicable adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice -6- from Subdivider or its contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement ofconstruction of the Works of Improvement {or separable portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Subdivider's failure to timely perform its obligations hereunder, Subdivider recognizes that City resen/es the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11-66499.20- 3/4. In this regard, Subdivider agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in paragraph 3 above or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Subdivider after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Agreement shall not become effective unless and until the subdivision map has been approved by the City Council and also accepted for recordation by the County Recorder of the County of Orange. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and City Engineer, signed by the Subdivider, to the effect that Subdivider has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. -7- 7. Definitions and Ownership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required publicimprovements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Subdivider: Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly In accordance with the plans and specifications including supplementals and revisions prepared by Subdivider or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Subdivider shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Subdivider shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Subdivider shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Subdivider -8- shall complete a functional or operable improvement orfacility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the plans and specifications, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence bv Subdivider: Subdivider shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Subdivider. In the event the Subdivider is not exercising satisfactory superintendence, the City Engineer may order suspension of aJi work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City: Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Subdivider shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. -9- No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City Is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be perforrried under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Agreement and without notification to any of the sureties referenced in paragraph 2, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Agreement and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Agreement that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. - 10 - 15. No Warranty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance. Iniurv or Damage: Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company {which meets with the approval of City) insuring City, its officers, agents, and employees 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 liability and property damage insurance shall be not less than $500,000 for all damages arising out of bodily injury to or death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any one occurrence; and not less than $500,000 for all damages and/or destruction of property in any one occurrence and not less than $750,000 for all damages and/or destruction of property during the policy period. Said policy shall be in favor of Subdivider or its contractors and of the City, its officers, agents, and employees and shall 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 City shall have had at least ninety (90) days' notice in writing of such cancellation. The Subdivider hereby releases and agrees to defend, 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject -11 - property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, the Subdivider's agents, employees, and subcontractors, while engaged In the performance of said work. 18. Liability of Subdivider: The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Subdivider's Expenses: The Subdivider shall pay these additional expenses: a. The Subdivider shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Subdivider shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Subdivider be entitled to additional inspections or final inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. - 12- d. Subdivider shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in paragraph 3 above. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Subdivider agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer, 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Subdivider, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one year after City Council acceptance of the improvement work performed under this Agreement, any of the improvements or work done under this Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work and Subdivider shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warranty: Without limiting the foregoing, Subdivider warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) -13- months after completion and written acceptance thereof by the Director of Engineering and Building and by the Homeowner's Association. Only the warranty security for the landscape improvement shall be posted with the Homeowner's Association. All other security instruments shall be submitted to the City in accordance with Section 2 above. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. Default: 24.1 Remedies Not Exclusive: In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event Subdivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently pursue the cure of any such default to completion. City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and alt other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. -14- 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Subdivider shall file with the Orange County Recorder a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Subdivider shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the ACity of San Juan Capistrano Digital Submission Standards®. These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This agreement shall not be assignable by Subdivider without written consent of City. -15- IN WITNESS WHEREOF, two (2) Identical counterparts of this agreement, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Subdivider herein named on the i.S th day of .S^^p-f-gmhar. 2006, the name and corporate seal of each corporate party being hereto afflxld and these presents duly signed by Its undersigned representative(s} pursuant to authority of Its governing body. SJD PARTNERS, LTD., CITY OF SAN JUAN CAPISTRANO A California Limited Partnership Name: Brtirr V. C.nnK Its: f^enpral Coar^^eA APPROVED AS TO FORM: (Attach Notary Acknowledgement) Attachment: Exhibit A - 16- CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • •WANLMbRWH I C«ninliilon# 1632049 1 Notary PuWfc. CoKomta | Orango Counly f My Ccimf!i.E)ip>«t Q^c 2S. 200^ NAME OF SIGNER(S1 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. WITNESS my hand and official seal. .J<f7xyja/r) ^<nr. {SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL/OWNER • CORPORATE OFFICER TITLE(S) • PARTNER(S) DESCRIPTION OF ATTACHED DOCUMENT Subdivision Agreement - Tract #16752 TITLE OR TYPE OF DOCUMENT LIMITED GENERAL 16 • MANAGING MEMBER M GENERAL COLIN SEL NUMBER OF PAGES 09/15/06 DATE OF DOCUMENT ] OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENT[TY(IES) SJD Partners, Ltd. SUBDIVISION IMPROVEMENT AGREEMENT - TRACT 16752 EXHIBIT "A" WORKS OF IMPROVEMENT Type of Improvements: Grading Erosion and Silt Control Off-site Circulation Obligations Street and Related appurtenances Estimated Construction Cost Or Bond Amount Processed through BLDG. Division Processed through BLDG. Division Bonds were processed separately $710,192 Storm Drain Sanitary Sewer Landscaping and Irrigation Street Monuments Water and related appurtenances $ 476,943 $ 364,676 1,898,601 $ 38,500 $262,073 Exhibit A PUBLIC AGENCY FORM OF ACKNOWLEDGEMENT State of California ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On October 17, 2006 before me, Maria Morris. Deputy City Clerk, personally appeared David M. Swerdlin personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. (SEAL) OPTIONAL Capacity Claimed by Signer Municipal Corporate Officer Mayor TiUe Signer Is Representing City of San Juan Capistrano Description of Attached Document Subdivision Improvement Agreement - Final Tract Map 16752 (SJD Partners, LTD) Date; October 17, 2006 BOND ISSUED IN THREE COUNTERPARTS BOND NO, 5021866 PREMIUM: $16,70A.OO SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.1) WHEREAS, the Oily Council of tho Oily of San Juan Capistrano, Stale of Californ'a, and SJD PARTNERS. LTD. (horeaUer designated as "Principal"), iiavo onlered into a Subdivision Agrocment whereby Principal agrees to Inslall and complete certain designated public tmprovemGnts, which said Agreement dated , 20 , and mado a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furriisli a bond for the faithful performance of said Agreement lo guarantee certain work, more particularly described as follows;' TRACT 16752 - STREET AND RELATED IMPROVEMENTS NOW, THEREFORE, we, the Principal and BOND SAFEGUARD INSURANC_E COMPANY , as Surety, are held firmly tiound unto the City of San Juan Capistrano (hereafter caled "Obligee"), In the sum of SEVEN HUNDRED TEN THOUSAND ONE HUNDRED NINETY TUO & D_Q/100_ Dollars, ($_Z19iJi'll2P__) lawful money of the United States, for the payment of which sum well and truly to bo mado, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. NOW, THEREFORE, the condition of this oeligatlon is such ttvat if Principal chali promptly and faithfully perform said improvements, then the obligation shall be null and void; othoaviso It shall remain In full force and etioct. Surety wal .'es any rigtits, if there he any, to lequiro that a demand bo marie first against the Principal la the over it of default. Bl IF i-UHB'BB RPSOLVED: 1. As a pari of the ob'lgation secured hereby, end Ir addition lo the face amount specified, there shall be indudod costs and reasonable e/penses and fees, inciudinfl reasonablo attorney's fees, incurred by City in succossfully enforcing sucn obligation, all to be taxed as costs anrj IncludGd in any judgmont rendered. 2. Said Surely, for value received, hereby stipulates and agrees ttrat no chBrige, extension of timo, 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 docs hereby waive notice of any such change, extension of time, alteration, or modification of the contract documenta or of work to be performed thereunder. Executed this IITH day of __^l?™ffiER . 20 06 .at ORANGE California. PRINCIPAL SJD PARTNERS, LTD. BEATASY. SENS I, ATTORN] (NOTARIZATION AND SEAL) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook NAME OF SIGNER(S) Personally known to me - or - • 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. SmANE.MOWiK L CommMon # T692049 I Notafv f>ublc • Cowomla | Orang* County My Comn. Eivtat Mc 25.: WITNESS my hand and official seal. {SIGNATURE OF NOTARY') OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED GENERAL DESCRIPTION OF ATTACHED DOCUMENT Performance Bond #5021866 Tract #16752 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES • MANAGING MEMBER GENERAL COUNSEL OTHER: 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. CALIFOHNIA ALL-PURPOSE ACKNOWLEDGMEMT State of CALIFORNIA County of ORANGE On SEPTEMBER II, 2006 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC OATT NAME, TITVE OF OFFICER - E 0 . "JANE DOE. NOTARY PUBLIC- personally appeared BEATA A. SENSI NAME(S) OF SIGNER(S) personally known to me - OR - • 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 ac- knowledged 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 pGrson(s) acted, executed the instrument. CYNTHIA S. WOZNEY [ COMM. #1670733 nj Notary Put)<ic-CaRforr>ia 2 ORANGE COUNTY My Comm Exp June 25,2010 V WITNESS my hand and official seal. OPTIONAL Though the data twiow is not required by law. It may prove valuable lo persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICER TTTLEIS) • PARTNER(S) • LIMITED • GENERAL [1 ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR • OTHER: DESCRIPTION OF ATTACHED DOCUMENT PERFORMANCE BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER U, 2006 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF P6RSON<S) OR ENTTTY(ieS) BOND SAFEGUARD INSURANCE COMPANY S!GNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY ^^AI>666 Bond Sdifeguard INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with its principal office in Lombard. Illinois, does hereby constitute and appoint: D- F Picard, Todd M. Rohm, Sejal P. Lange, Cattiy S. Kennedy, Beata A. Sensi, Cynthia S Wozney ************************************************************************************* Its true and lawful Attomey(s)-ln-Fact to make, execute, seal and deliver for, and on its behalf as surely, 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 BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November, 2001 as follows: Resolved, that the President 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 $1,000,000.00, One Million 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 President and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, 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 or undertaking to which It Is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate seal to be affixed this 7^*^ day of November, 2001. President ACKNOWLEDGEMENT On this 7th day of November, 2001, before me, personally came David E. Campbell to me known, who being duly swom, did depose and say that he Is the President of BOND SAFEGUARD INSURANCE COMPANY, 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. "OFFICIAL SEAL" MAUREEN K. AYE Notary Public, State of Illinois My Commission Expires 09/21/09 XMaiirppn K Awe A ^ \Maureen K. Aye TJotary Public CERTIFICATE I, the undersigned, Secretary of BOND SAFEGUARD INSURANCE COMPANY, An Illinois Insurance 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 Seaied at Lombard, Illinois this HTH pay of SEPTEMBER _, 20. 06 1U.INOIS MeUIUNCC 1 EuxLdyty'^-yu^ Donald D. Buchanan Secretary BOND ISSUED IN THREE COUNTERPARTS BOND NO. 50218.66 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND SUBDlViSiDN LABORAIjDJjAirERlAl BOND (GOVERNMENT CODE 66499.2) WHEREAS, tlie City Council of (ho City of Saii Juori Capistrano, Stato of Caiifornia. and sJD PARTNERS, LTD. (hereafter designated as "Principal"), have, entered into a Subdivision /Xgreement whereby Principal agrees to install and complete certain designated putilic improvements more particularly described as follov/s: TRACT 16752 - STREET AMD RELATED IMPROVEMENTS WI-IEREAS said Agreement dated _____ Is hereby referred to made a part hereof; and WNEREAS, said Principal is requi-md, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement; NOW , TttEREEORE. we. the Principal and BOND SAFEGUARD INSURANCE COMPANY , as Surety, are held firmly bound linto the City of San Juan Capistrano. hereinafter called "City" in the penai sum of SEVEN HUNDRED TEN THDUSAND ONE HUNDRED NINETY TUP & DO/lQD Dollars, ($ 710,192.00 ) l^\^4u! money of the United Stales, for the payment of which sum welt and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these pmsents. NOW. rHEREFORE, (he condifon of this obligation is such that if tiie above bound Princi[)ai, his or iis he-rs, executors, administrators, successors cr assigns, sltall in all things stand to and abide- by and well and truly keep and perform tt-ie covenarV.s, ..20, Pago 1 of 3 c'Tiriit oric niirl gtovis: jn'. in the Sdid najr^rcrnr n' and any alto'p.tnn [U'A'y/ man'-j an toon-ip [,10/ifl..^;, oa Ills or tarai prift, lo bo ko;";! ono paifcrniecl a' 'no (iino an.l m rbo foa'iniei ".'aeroin. specified, ami in al! respects accordiiiy lo Iheir true intent and RT:anir,ij. and sha:t mdeninify and save harmiess the City, its otters, agent.s and enipioyees as tricroin stipiilateci, ;>ien this obligation shall become null and void, o:her,vise it sbial! tie and remain in full force and effect. Surety waives any rights, if there be any, to require ttiaf a demand bo made first agairist the Pricicipa! iri the event of defauH. BE IT FURTHER RESOLVED: 1. As a 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 attorneys fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included In any judgment rendered, 2. Sad Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms 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 cliange, extension of time, alteration or modification of the terms of the agreement or of the work or to the specirica'ions. IN WITNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and liurety herein named on the Jt_TH day of SEPTEMBER _, 20 q6_ , 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. PP.INClfLAL SJD PARTNERS, LTD. (NOTARIZATION AND SEAL) APPROVED AS TO FORM: SURETY BOND SAFEGUARD INSURANCE COMPANY John R. Shaw. City Attorney BEATA>I. SENSI, ATTORNEY-IN-FACT (NOTARtZATtON AND SEAL) NOTE' Please Atta to Ackno'A'ledgernent and Power of Attorney PacjH 3 (J 3 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On September 15, 2006 before me, personally appeared Personally known to me - or - • SUSAN E. MORALES ComnNMlon # 1632049 Nolaty PuMc - CoRtonNa Otong* County My Comm. ftplroi Dee 28. Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook NAME OF SIGNER(S) 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. WITNESS my hand and official seal. {SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) Payment Bond #5021866 Tract #16752 TITLE OR TYPE OF DOCUMENT • PARTNER(S) • LIMITED GENERAL • MANAGING MEMBER 13 GENERAL COUNSEL NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENT]TY(IES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On SEPTEMBER 11. 2006 before me, CYNTHIA S. WOZNEY. NOTARY PUBLIC NAME. TITLE OF OFFICER - E G., "JANE DOE. NOTARY PUSLIC personally appeared BEATA A. SENSI NAME(S) OF SIGNEfl(S( 13 personally known to me - OR - • 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 ac- knowledged 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. T COMM #1670733 ^ Noiary puDlic-CalVtomia -ORANGE COUNTY ,..,o^fa(D June25.gl10^ WITNESS my hand and official seal. OPTIONAL Though the data below is not required by law, K may prove valuable to persons relying on tho document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICER TTn£(S) • PARTNERtS) • UMfTEO • GENERAL [S ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR • OTHER: DESGRIPTIDN OF AHACKED DOCUMENT LABOR AND MATERIAL BOND TITLE OR TYPE OF DOCUMENT _3 NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PeHSON(S) OR ENTITYflES) BOND SAFEGUARD INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY ^°4366 7 Bond Safeguard INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with Its principal office in Lombard, Illinois, does hereby constitute and appoint: D. J. Picard. Todd M. Rohm, Sejal P. Lange, Cathy S. Kennedy, Beata A Sensi Cynthia S- Wozney **********************************************»**»•**•*»**•**•*«•**••*•««*•**•***«*•« its true and lawful Attorney(s)-ln-Fact to make, execute, seal and deliver for, and on Its behalf as surely, any and all bonds, undertakings or other writings obligatory in nature of a Iwnd. Tttis authority is made under and by the authority of a resolution which was passed by the Board of Directors of BCND SAFEGUARD INSURANCE CCMPANV on the 7th day of November, 2001 as follows: Resolved, that the President 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 $1,000,000.00, One Million 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 President and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, 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 cerliflcate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate seal to be affixed this 7^^ day of November, 2001. BOND SAFEGUARD INSURANCE COMPANY David E. Campbell President ACKNOWLEDGEMENT On this 7th day of November, 2001, before me, personally came David E. Campbell to me known, who being duly sworn, did depose and say that he is the President of BOND SAFEGUARD INSURANCE COMPANY, 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. "OFFICIAL SEAL" MAUREEN K. AYE Notary Public, State of Illinois My Commission Expires 09/21/09 yMaureen K. Aye / ^ \Maureen K. Aye / Nootary Public L CERTIFICATE I, the undersigned. Secretary of BOND SAFEGUARD INSURANCE COMPANY, An Illinois Insurance 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 Lombard, Illinois this HTH ^gy of SEPTEMBER _, 20. 06 ^ RLMGIS \ Donald D. Buchanan Secretary BOND ISSUED IN THREE COUNTERPARTS BOND NO. 5021867 PREMIUM: $11,923.00 SUBDIVISION FAITHFUL PERFORfMljj^gNp (GOVERNMENT CODE 66499,1) WHEREAS, (.he Cdy Couac;ll of the City of Si-m Juao Q3.\)\i\m\o. Slate of California, and SJP_PARTNERSj...LTp_. (hereafter designated as "F-'rincipal"), have entered into a Siibdivision Agroement vihe-roby Princlpat agrees to Install and complete certain designated public Improvemonts, whicfi said Agreement dated . 20 and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond forttie faithful performance of said Agreement to guarantee certain work, more particularly described as follows:' TRACT 16752 - STORM DRAIN IMPROVEMENTS NOW, THEREFORE, we, (he Principal and BOND SAFEGUARD INSURANC_E„COMrANY . as Surety, are held firmly bound unto the City of Ban Juan Capistrano (hereafter called "Obligee"), m tho sum of FOUR HUNDRED SEVENTY-SIX THOUSAND NmE HUNDRED JORTTj^THREE--- Dollars. (STryS.gW.OO— ) la'/Aut money of tho United Stales, for tho payment of which sum -well and truly lo be made, WB bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. NOW. THEREFORE, the condition of this ooliyation is such that if Principal shall promptly and faith'udy perform said improvements, then the obligation sliall t>e, null and void, olhoiv.'iso It sh.all remain In full forco and effect. Surety 'waives any rights, if there \>e any, to require lhal a demand be made fust .against the Princifml In tho ovoril of (Jefaiitl. EE IT r'JTl HER RETTT.VED: 1 fx d pail of r(;y oWgauon Gocured hereby, snrl ip, addilion to the face amount spocified, there shiall be included costs and reasonatds C'peases anci fees, including reasonable attorney's fess. incurred by City ui successfully enforcing sucn rjtulTiation, all lo be taxed as cost.s and included in any luagmGnt rendered. 2 Said Surety, for value received, hereby stipulates and agrees tiiat nrj chaiige, extension of timo, alteration, or modification of the contract documents or of tlie work to be performed thereunder, shall In any way affect its obtigallons or this txrnd, and ll does hereby waive notice of any such change, extension of time, alteration, or tmodlficalion of the contract documents or of work to be performed thereunder. Executed this „liTH_ 20 06 , ?.{ ORANGE day of SEPTEttBER , California. PRINCIPAL SJD PARTNERS, LTD. BYJ »E_r^ (NOTARIZATION AND SEAL) APPROVED F^yPM- Bv 'j'\:j^d)A> John R. Bhaw, City Attorney SURETY BOND SAFEGUARD INSURANCE COMPANY BY: ^ BEATAL^ SENSI, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME. TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • SUSAN E. MORAUES Cofnmlwlon # 1632049 Notoiy PubSc. CaWwnta Oicing« County My Comm. EjqstM Osc 29, NAME OF SIGNER(S) 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 slgnature{s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 2fl09[ WITNESS my hand and official seal. {SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT • INDIVIDUAL/OWNER • CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED GENERAL LJ MANAGING MEMBER 3 GENERAL COUNSEL • OTHER: Performance Bond #5021867 Tract #16752 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTTTY(IES) SJD Partners, Ltd. CAUFORNiA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On SEPTEMBER 11, 2006 before me, CYNTHIA S. WOZNEY. NOTARY PUBLIC DATE NAME, TITLE OF OFFtCER • E.G.. "JANE DOE, NOTARY PUBLIC- personally appeared BEATA A. SENSI NAME(SJOFS\GHEBtS> S personally known to me - OR - • 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 ac- knowledged 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. . COMM #1670733 ORANGE COUNTY . 2 My F^mm Rxp. June 25,2010^ WITNESS my hand and official seal. OPTIONAL Though the data below is not required by law, It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICER nTLE(S) • PARTNERfS) • LIMITED • GENERAL [1 ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIANAXJNSERVATOR • OTHER: SIGNER is REPRESEimNG: NAME OF PERSOFKS) OR ENTTTYflES) BOND SAFEGUARD INSURANCE COMPANY DESCRIPTION OF AHACHED DOCUMENT PERFORMANCE BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY ^° 4 3 6 7 2 Bond Saifeguard INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with its principal office in Lombard, iliinols, does hereby constitute and appoint: P. L Picard, Todd M. Rohm, Sejal P. Lange. Cathy S. Kennedy, Beata A. Sensi, Cynthia S. Wozney ••*••»••*•**•»*•••••**•»•••••»»•*•*•**»**••**•*****••**»»**•**•*»»**•«*••••••**»»•»»• its true and lawful Attorney{s)-ln-Fact to make, execute, seal and deliver for, and on its behalf as surely, 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 BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November, 2001 as follows: Resolved, that the President 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 $1,000,000.00, One Million 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 President and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, 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 or undertaking to which It is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this Instrument to be signed by its President, and its Corporate seal to be affixed this 7'^ day of November, 2001. BOND SAFEGUARD INSURANCE COMPANY David E. Campbell President ACKNOWLEDGEMENT On this 7th day of November, 2001, before me, personally came David E. Campbell to me known, who being duly sworn, did depose and say that he is the President of BOND SAFEGUARD INSURANCE COMPANY, 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. "OFFICIAL SEAL" MAUREEN K. AYE Notary Public, State of Illinois My Commissioii Expires 09/21/09 Cyyvi aureen K. Aye Dtary Public CERTIFICATE I, the undersigned, Secretary of BOND SAFEGUARD INSURANCE COMPANY, An Illinois Insurance 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 Lombard, Iliinols this 1ITH pay of SEPTEMBER 20O6 BOND ISSUED IN THREE COUNTERPARTS BOND NO. 5021867 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND SUBDIVIS!ON LABOR AND MATERIAL BOMO (GOVERNMENT CODE 0C499.2) WHEREAS, the Cly Counci! ot tho City of Son Jugn Capistrano, State of California, and sJD PARTNERS, LTD. (tiereafler designated as "Principal"), have entered into a Subdivision Agreement whereby Principal agrees to install and complete certain designated public improvements more particularly described as follows: TRACT 16752 - STORM DRAIN IMPROVEMENTS WHEREAS said Agreement dated Is hereby referred to made a part hereof; and WHEREAS, said Principal is required, under tho terms of said Agreement, to furnish a bond tor the taithfui performance of said Agreerrient; NOVv, THEREhORE, we, the Principal and BOND SAFEGUARD INSURANCE COMPANY , as Surety, are held firmly bound tnto the City of San Juan Capistrano, horeinatler called "City" in the pena: sum of FOUR HUNDRED SEVENTY-SIX THOUSAND NINE HUNDRED FORTY-THREE & NO/IOaDoHars, ($ filS.W.00— ) lawful money of the United Stales, for the payment of which sum well and tmly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents, rjGW, rHEREhORl", the condition of this obligat/on is such that if the above bound Principal, his or ils hoirs, executors, ad.minictrators, successors or assigns, shaii in all thing;, stand to anci abide by and well nnn truly keep and perform the covenants, 20,. Piipe 1 of 3 c.LDf'.iinns and piovismn: ,r. t'le said arjff-ornr-n*. rjv-d anv oftoraVon tfioieo* rr.:.!','.; as ti"r;'fY,n ]..iGyiftrri, jq- ,,;f jneir [):irt, Vj bfe kupl 3110 podomieci y 'no time and m diu rTia-nr-r •ho:Gin opeciliod, and in alt respecls ascorfling to their trim intent and noanin.;] and sha t indemnify and save danmiess the City, ils ofiers, agenh-; and emtrioyens as Ihemin stipulated, then thics ohiiyation shall become null and void, otherwise k slmii be and remain in full force and effoct. Surety v/aives any rights, if there be any, to require ttiat a demand bo made first against tho Principal in the event of default. BP IT FURTHER RESOLVED; 1. As a 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 bo taxed as costs and included in any judgment rendered, 2. Said Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms of the agreement or of the work to be performed the.munder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, exiension of time, alteration or modification of the terms of the agreement or of ttie work or to the specifications. IN VATNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for ail purposes be deemed an original thereof, have been duly executed by the Pnncipal and Surety herein named on the J ITH day of SEPTEMBER , 20_05_ , tiie name and corporate serd of each corporate party being hereto affixed and these presents duly signed by its undersigned representatives pursuant to authority of its governing body. PRINCIPAL SJD PARTNERS, LTD. APPROVED AS TO FORM; By.. John R. Shaw, City Attorney BY: (NOTARIZATION AND SEAL) SURETY BOND SAFEGUARD INSURANCE COMPANY EATArA/ SENSI, ATTORNEY-lN-FACl BEATA1 (NOTARIZATION AND SEAL) NOTE- Please Attach Acknowledgement and Power of Attorney CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • SUSAN E. MORMiS CommWon # 1M2049 Notaiy PubSc - CoWofnto Orange County My Comm. eiplrai Dec 20. NAME OF SIGNER(S) 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. WITNESS my hand and official seal. {SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFICER TITLE(S) n PARTNER(S) • LIMITED • GENERAL • MANAGING MEMBER 3 GGNERAL CODNSEL ^ OTHER: DESCRIPTION OF ATTACHED DOCUMENT Payment Bond #5021867 Tract #16752 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On SEPTEMBER 11, 2006 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC DATE NAME. TITLE OF OFFICER - E.O.. "JANE DOE, HOTARV PUBUC personally appeared BEATA A. SENSI NAME(S)OFSIGNER(S) [1 personally known to me - OR - • 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 ac- knowledged 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 ot which the person(s) acted, executed the instrument. CYNTHIA S. WOZNEY I COMM. #1570733 ir Notary Public-CallforiTla <L ORANGE COUNTY •* My Comm. Exp. June 25 2010^ WITNESS my hand and official seal. OPTIONAL Though the data bekw is not required by law, It may prove valuable to persons relying on the document and could prevent fraudulent laattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • COnPORATE OFFICER TTTIETS) • PARTNER(S) • LIMITED • GENERAL H ATTORNEY-IN-FACT • TRUSTEE(S) • GUARD/ANAXJNSERVATOR • OTHER: DESCRIPTION OF AHACHED DOCUMENT LABOR AND MATERIAL BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SiQNER (S REPRESENRNG: NAME OF t*BSON(S) OR EWTTTY<IES) JOND SAFEGUARD INSURANCE COMPANY SIGNERfS) OTHER THAN NAMED ABOVE ROND ISSUED ID THREE COUNTERVARTS BOND NO. 5021868 f'REHIUH: $9,117.00 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.1) V7HEREAS, the CHy Council of the City of San Juan Capistrano, State of Califomia, and SJD PARTNERS , LTD .. (thereafter designated as "Principal"), tiave entered into a Subdivision Agreement wtiereby Principal agrees to install and compfete ceriain designated public improvements, wttich said Agreement dated , 20_ , and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement to guarantee certain work, more particulafly described as follows:' TRACT 16752 - SANITARY SEWER IMPROVEMENTS NOW, THEREFORE, we, the Principal and BOND SAFEGUARD INSURANCE COMPANY , _. as Surely, are held firmly bound unto the City of San Juan Capistrano (hereafter called "Obligee"), in the sum of THREE HUNDRED SIXTV-FOUR THOUSAND SIX HUNDRED SEVENTY-SIX & NO/100-- Dollars, ($ 364,676.00--- ) 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 Principal shall promptly and faithfully perform said improvements, then the obligation shall be null and void; otherwise It shall remain In full forco and effect. Surety wai/es any rights, if there be any, to require that a demand be made first against the Principal In the ovent of default. bh IT FURTHER RESOLVED: 1. As a pari of the obligation secured hereby, and In addition to the face amount specified, there shall be included costs and reasonable expenses and toes, induding 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 Surety, for value received, hereby stipulates and agrees that no chsbge, exiension of time, alteration, or modification of the contract documents or of the work to be performed thereunder, stiall 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 lo be performed thereunder. Executed this UTH day of SEPTEMBER , 20.5^ , at ORANGE California. PRINCIPAL SJD PARTNERS, LTD. BJU 7JC_ ^ (NOTARIZATION AND SEAL) (NOTARIZATION AND SEAL) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public IVAME, TITLE Of OFFICER Bruce V. Cook Personally known to me - or - • SUSAN i MOiAtf ( Commission # f Notary Puttie • CaWomte f Ofongo Courrty f My Corrm Biyt Pop at, aflpf^ NAME OF SIGNER(S) 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 slgnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. {SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL/OWNER • CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED • GENERAL • MANAGING MEMBER 3 GENERAL COUNSEL • OTHER: DESCRIPTION OF ATTACHED DOCUMENT Performance Bond #5021868 Tract #16752 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On SEPTEMBER 11, 2006 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC DATE NAME. TITLE OF OFFICER - E G., "JANE DOE, NOTARY PUBLKT personally appeared BEATA A. SENSI NAME(S) Of S10NERIS) 0 personally known to me - OR - • 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 ac- knowledged 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. ^imiiAS.wozNbV'l COMM #1670733 rr Notary Public-Califomia » WITNESS my hand and official seal. OPTIONAL Though the data l)elow is not required by law, it may prove valuable to persons relying on Itre document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFRCER TTTlEtS) • PARTNER(S) • LIMITED • GENERAL • ATTORNEY-IN-FACT • TRUSTE£(S) • GUARDIAN/CONSERVATOR • OTHER: DESCRIPTION OF AHACHED DOCUMENT PERFORMANCE BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER II, 2006 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTTTYtlES) BOND SAFEGUARD INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY 23886 Bond Safeguard INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an lliinois Corporation with its principal office in Lombard, Illinois, does hereby constitute and appoint: D. J. Picard, Todd M. Rohm, Sejal P. Lange, ****** Cathy j^Kennedy, Beata A. Sensi, Cyntlua S. Wozney its true and lawful Attomey(s)-in-Fact to malte, 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 auttiority is made under and by the authority ot a resolution which was passed by the Board of Directors of BOND SAFEGUARD INSURANCE COMPANY on the 7tti day ot November, 2001 as follows: Resolved, that the President 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 ot the Company any bonds, undertakings, policies, contracts of indemnity or other writings obligatory in nature ot a bond, $ 3.000.000.00 Three million dollats •""•"""'» .........»....»......»»«..»•..».»>««»»... which the Company might execute through its duly elected officers, and affix the seal ot the Company thereto. Any said execution ot such documents by an Attorney-in-Fact shall be as binding upon the Company as it they had been duly executed and acknowledged by the regularly elected officers ot the Company. Any Attorney-in-Fact, so appointed, may be removed tor good cause and the auttiority so granted may be revoked as specified In the Power ot Attorney. Resolved, that the signature of the President and the seal ot the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, and the seal of the Company may be affixed by facsimile to any certlticate ot 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 or undertaking to which it is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate Seal to be affixed this 7th day ot November, 2001. On this 7th day Of November, 2001, before me, personally came David E. Campbell to me known, who being duly swom, did depose and say that he Is the President of BOND SAFEGUARD INSURANCE COMPANY, the corporation described in and which executed the above Instrument; that he executed said instrument on behalf ot the corporation by authority ot his office under the By-iavrs of said corporation. "OFFICIAL SEAL" LYDIA J. DEJONG Notary Public, State of Illinois My Commission Expires 1/12/07 J XL- Lydia J. OeJong Notary Public CERTIFICATE I, the undersigned, Vice President of BOND SAFEGUARD INSURANCE COMPANY, An lltinois Insurance Company, OO HEREBY CERTIFY that the Qrlginal Power of Attorney ot 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 torce. Signed and Sealed at Lombard, Illinois this IITH pay of SEPTEMBER 20. 06 Donald D. Buchanan Secretary hON'l) ISSUED IN THREE COUNTERPARTS EONn NO. 5021868 PREMIUM CHARGED IS INCLUDED IN PKRFORIbXNCE bOND SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) WHEREAS, the City Council of the City of San Juan Capistrano, State of California, anci SJD PARTNERS, LTD. (hereafter designated as "Principal"), have entered into a Subdivision Agreement whereby Principal agrees to install and complele certain designated public improvements more particularly described as follov/s: TRACT L6752 - SANITARY SEWRR IMPROVEMENTS WHEREAS said Agreement dated , 20 , Is hereby referred to made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement; NOW, THEREFORE, we, the Principal and BOND SAFEGUARD INSURANCE COMPANY . __, as Surety, are held firmty bound unto the City of San Juan Capistrano, hereinafter called "City" in the penal sum of THREE HUNDRED SIXTY-EOUR THOUSAND SIX HUNDRED SEVENTY^SIX & NO/100--- Dollars, {$ 364.676.00—- ) 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 T the above bound Principa-, his or ils heirs, executors, administrators, successors or assigns, shall in all things stand to and abkle by and vzell and truly keep and perform the covenants, Page 1 of 3 ccndii.ons anrj provisions in the said agreemen*. and any alteration thereof marJe as therein provided, on his or tneir part, to be kept and performed at the time and in toe manner tlierein specified, and in all res[)ects according to their true intent and meamnrj. and shall indemnify and save harmless the City, its otters, agents and employees as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. Surety waives any rights, if there be any, to require that a demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED; 1. As a part of the obligation secured hereby, and in addition to the face amount specified therefor, there shad 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 Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms 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, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety herein named on the IITH day of SEPTEMBER , 20 , 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. Page 2 of 3 PFHNCIF^AL SJD PARTNERS, LTD. BY: (NOTARiZATION AND SEAL) APPROVED AS TO FORM: By. 0 John R. Shaw, City Attorney SURETY BOND SAFEGUARD INSURANCE COMPANY BY: )ATfo BEATArA. SENSI. ATldlUIEY-IN-FACT (NOTARIZATION AND SEAL) NOTE: Please Attach Acknowledgement and Power ot Attorney Pagri 3 of 3 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • SWAN fc. MOJMtEs L Commf«Jon#i632CM9 I Notary PuWiccaJBomta I / Oianoocounfy f Comm Exttpw Dec 25.2DQ9> NAME OF SIGNER(S) 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. WITNESS my hand and official seal. , mr7tj2Q {SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. • CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OEFICER TITLE(S) • PARTNER(S) • LIMITED • GENERAL DESCRIPTION OF ATTACHED DOCUMENT Payment Bond #5021868 Tract #16752 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES MANAGING MEMBER [3 GENERAL COUNSEL • OTHER: 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(]ES) SJD Partners, Ltd. CAUFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On SEPTEMBER 11. 2006 DATE before me, CYNTHIA S. WOZNEY. NOTARY PUBLIC NAME. nUE OF OFFICER • E.G.. "JANE DOE. NOTARY PUBUC" personally appeared BEATA A. SENSI NAME(S)OFSIGNER(S) • personally known to me - OR - • 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 ac- knowledged 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. CYNTHIA S. WOZNEY f COMM. #1670733 rt i<\y PuWic-Callfomia 2 ? ORANGE COUNTY "J ' MyComm.Exp June 25 2010^ ^ WITNESS my hand and official seal. OPTIONAL fONATURE OF NOTARY/ \ u Though the data below is not required by law. it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • COBPORATE OmCER Tm£(S) • PAPTNER(S) • UMPrED • GENERAL [1 ATTORNEY-IN-FACT • TRJSTEE(S) • GUARDIAN/CONSERVATOR • OTHER; DESCRIPTION OFAnACHED DOCUMENT LABOR AND MATERIAL BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SIGNER rS REPRESENTING: NAME OF peRSON(S) OR EMnTY(l£S) BOND SAFEGUARD INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY AO .._ 23887 Bond Safeguard INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with Its principal otfice in Lombard, Illinois, does hereby constitute and appoint: D. J. Picard. Todd M. Rohm, Sejal P. Lange, *••*** Cathy S. Kennedy, Beata A. Sensi, Cynthia S. Wozney ' its true and lawful Attomey(s)-ln-Fact to make, execute, seal and deliver tor, and on its behalf as surety, any and all bonds, undertakings or other writings obligatory in nature of a bond. This authority is rnade under and by the authority of a resolution which was passed by the Board of Directors of BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November. 2001 as follows: Resolved, ttiat the President ot the Company is hereby authorized to appoint and empower any representative ot the Company or otiier person or persons as Attorney-in-Fact to execute on behalt ot ttie Company any bonds, undertakings, policies, contracts ot indemnity or other writings obligatory in nature ot a bond, $ 3,000.000.00 itirw million doHars »*«*»««»»»'»«»»»»»-"*»*»""""'"»"»«»»•*.•«..«•••«»...,«»» ***************** ****»*«*«*****»****1r******************#,„***„*****««*M« whicfi the Company might execute through its duly elected otficers, and affix the seal ot the Company thereto. Any said execution of such documents by an Attorney-in-Fact shall tie as binding upon the Company as it ttiey had been duly executed and acknowledged by the regularly elected officers of the Company. Any Attorney-in-Fact, so appointed, may be removed tor good cause and the auttiority so granted may be revolced as specified In the Power of Attorney. Resolved, that the signature ot ttie President and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, and the seal ot the Company may be affixed by facsimile to any certificate of any sucfi power and any such power or certificate bearing such facsimile signature and seal shall be valid and binding on the Comparty. Any such power so executed and sealed and certificate so executed and sealed shall, with respect to any bond or undertaking to which It is attached, continue to be valid and binding on ttie Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this instrument to be signed by its l^esident, and Its Corporate Seal to be affixed this 7th day of November, 2001, BOND SAFEGUARD INSURANCE COMPANY =7hif—1> yX' y' David ElXampbeil President ACKNOWLEDGEMENT On this 7th day of November, 2001, before me, personally came David E. Campbell to me known, who being duly sworn, did depose and say that ha is Ifie President of BOND SAFEGUARD INSURANCE COMPANY, the corporation described in and which executed the atiove instrument; that he executed said Instrument on behalt ot the corporation by authority ot his office under the By-laws of said corporation. 'OFFICIAL SEAL" LYDIA J. DEJONG Notary Public, State of Illinois My Commission Expires 1/12/07 ^7 Lydia J. DeJong Notary Public CERTIFICATE I, the undersigned, Vice President ot BOND SAFEGUARD INSURANCE COMPANY, An Illinois Insurance Company, OO HEREBY CERTIFY that the original Power ot Attorney ot which the foregoing is a true and correct copy, is in full torce and effect and has not been revoked and the resolutrana as set forth are now in torce. Signed and Sealed at Lombard, Illinois this UTH pay of SEPTEMBER 20 Donald D. Buchanan Secretary BOND ISSUED IN THREE COUNTERPARTS BOND NUMBER: SU5018431 PREMIUM: $18,986.00 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.1) WHEREAS, the City Council of the City of San Juan Capistrano, State of California, and SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP (hereafter designated as "Prindpar), have entered into a Subdivision Agreement whereby Principal agrees to install and complete certain designated public improvements, which said Agreement dated , 20 . and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement to guarantee certain work, more particularly described as follows: TRACT 16752 - LANDSCAPE NOW. THEREFORE, we. the Principal and ARCH INSURANCE COMPANY , as Surety, are held firmly bound unto the SSS'MllLI^fEI^G^fHlSB&tlPfNEte*^^ .^^^ ^^"^ ^ SIX HUNDRED ONE & NO/100 Dollars, f$ 1,898.601.00 ) 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 Principal shall promptly and faithfully perform said improvements, then the obligation shall be null and void; otherwise it shall remain in full force and effect. Surety waives any rights, if there be any, to require that a demand be made first against the Principal In the event of default. 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 induded in any judgment rendered. 2. Said Surety, 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. Executed this 2isT day of NOVEMBER . 20 05 . at ORANGE , Califomia. PRINCIPAL SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP BY: SJD DEVELOPEMENT CORP., A CALIFORNIA CORPORATION, AS GENERAL PARTNER (NOTARIZATION AND SEAL) FACT CALIFOBNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On NOVEMBER 21, 2005 beforo me, CYNTHIA S. WOZNEY, NOTARY PUBLIC NAME. TTTtE OF OFFICeH - EGU-JANE OOe. NOTAflV PUBUC" personally appeared TODD M. ROHM HAME(S)OFSIGNEn(S) 0 personally known to me - OR -SkpiBseiixKmexeNxib^^ to be the person({i) whose name(s) is/ami subscribed to the within Instrument and ac- knowledged to me that he/shEtttigyc executed the same in his/fe&Edtkfltf authorized capacityOu&s), and that by his/iasx^hBii t* *bi?^' VYNTHIA'^TWOZN^^ I signature(K) on the Instrument the person(^, 1 r.<.iT ^362259 m or the entity upon behalf of which the person^Q^ acted, executed the instrument. i_i i ii r - ^ • ' * CYNTHIA S. WOZNEY a 362259 ,.c-Cali?omia , i^RAiiOt COUNTY My Comm. Exp-Juw2S,MQ6 WITNESS my official seal. OPTION Though the data bolow Is iwt required by law. 11 may prove valu^ fraudulent reattachment of IWs form. CAPACITY CLAIMED BY SIGHER • INDIVIOUAL • CORPORATE OFRCER DESCRIPTIOK OF AHACHED OOCUMEHT PERFORMANCE BOND •murs) • PARTNER(S) • UMfTED • GENERAL 0 ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR • OTHER: TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES NOVEMRF.R 21, 2005 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PEBSONCS) OR B(TTTY(IES} ARCH INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Know All Men By These Presents: That the Arch Insurance Company, a corporation organized and existing under the laws of the Slate of Missouri, having its principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Todd M. Rohm. Cathy S. Kennedy, Sejal P. Lange. D. J. Picard and Beata A. Sensi of Orange, CA (EACH) Its true and lawful Attomey(s>in-Fad, to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, end as its ad and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deliver bonds or undertakings that guarantee the payment or collection of any promissory note, check, draft or letter of credit This authority does not permit the same oWigatkjn lo be split into two or more bonds in order to bring each such borxJ within the dollar limit of authority as set forth herein. The Company may revoke this appointment at any time. The execution of such bonds and undertakings in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes, as if ttie same had'beeri duly exectited and acknowledged by its regularly elected officers at to principal office In Kansas City, Missouri. ' " V . This Power of Attorney is exeatod by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on March 3,2003, true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Seaetary as b&og in full force and effect: •VOTED, That the Chairman of the Board, the Preskfenl, or any Vice President, or th&r appointees designated h writing and filed with the Seaetary, a the Seaetary shaR have the power and authority to appoint agents and attomeys4n-fact. and to auttxxizo them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings, obtigatory In the nature thereof, and any such officers of the Company may appoint agents fa acceptance of process." This Powa of Attorney is signed, sealed and certified by facsimile unda and by authortiy of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on March 3, 2003: VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with the Seaetary, and the signature ot the Seaetary, the seal of the Company, and certifications by the Seaetary, may be affixed by facsimile on any powa of attorney a t)ond executed pursuant to the resolution adopted by the Board of Directors on March 3, 2003, and any such powa so executed, sealed and certified with respect to any bond or undertaking to which tt is attached, shaH continue to be valid and binding upon the Company. OOML0013 00 03 03 Page 1 of 2 Printed in U.S.A. In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers, this 1st day of April 20 03 . Arch Insurance Company Attested and Certified Joseph S. L^etl, Corporate Secretary Thomas P. Luckstone, Vice President STATE OF CONNECTICUT SS COUNTY OF FAIRFIELD SS I Melissa B. Giliigan. a Notary Public, do hereby certify that Thomas P. Luckstone and Joseph S. Label! personally known to me to be the same persons whose names are respectively as Vice President and Corporate Secretary of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of Missouri, subscribed to tho foregoing mstrumenL appeared before me this day In person and severally acknowledged that they being thereunto duty authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of sakJ corporation and as their own free and voluntary acts for the uses and purposes therein set forth. OFFICW.SEAL MQJSSA B. GUKJAK Notay Pabfc State of Connscfcui Melissa BTGilllgan. Notary Public V My commission expires 2-28-05 CERTIFICATION I, Joseph S. Labell, Corporate Secretary of the Arch Insurance Company, do hereby certify that the attached Poiwer of Attorney dated April 1,2003 on behalf of the pefson(s) as listed above Is a true and correct copy and that the same has been in full force and effect since the date thereof and is in fuH force and effect on the date of this certiTicale; and I do further certify that the said Thomas P. Luckstone, who executed the Power of Attorney as Vice President, was on the date of execution of the attached Power of Attorney the duly elected Vice President of the Arch Insurance Company. IN TESTIMONY WHEREOF. 1 have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 21ST day of NOVEMBER , 20 05 . Joseph S/flpbeH, Corporate Secretary This Power of Attorney limits the acts of those named therein to the bonds and undertaWngs specifically named tiierein and they have no authority to bind the Company except in the manner and to the extent herein stated. Home Office: Kansas City, MO 00MLO013 00 03 03 Page 2 of 2 Printed in U.S.A. BOND ISSUED IN THREE COUNTERPARTS BOND NUMBER: SU5018431 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND SUBDIVISION LABOR AND MATERIAL BOND (GOVERNI^ENT CODE 66499.2) WHEREAS, the City Council of the City of San Juan Capistrano, State of Califomia,and SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP (hereafter designated as "Principal"), have entered into a Subdivision Agreement whereby Principat a'grees to install and complete certain designated public improvements more particularly described as follows: TRACT 16752 - LANDSCAPE WHEREAS said Agreement dated , 20 , Is hereby referred to made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement; NOW, THEREFORE, we, the Principal and ARCH INSURANCE COMPANY , as Surety, are held firmly bound unto the City of San Juan Capistrano, hereinafter called "City" in the penal sum of ONE MILLION EIGHT HUNDRED NINETY-EIGHT THOUSAND grx H7TNDRKD ONE & NO/100 Dollars, ($ 1.898.6Q1.QQ ) 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, shall in all things stand to and abide by and well and truly keep and perform the covenants, Page 1 of 3 conditions and provisions in the said agreement and any alteration thereof made as therein provided, 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, then this obligation shall become null and void; otherwise rt shall be and remain in full force and effect. Surety waives any rights, if there be any, to require that a demand be made first against the Principal in the event of default. BE IT FURTHER RESOLVED: 1. As a 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, 2. Said Surety hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms of the agreement or of the work to be performed thereunder, shalMn 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, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety herein named on the 2IST day of NOVEMBER , 20 05 . the name and corporate seal of each corporate party being hereto affixed and these presents duty signed by its undersigned representatives pursuant to authority of Its governing body. Page 2 of 3 NOTE: please Attach Acknowledgement and Power of Attorney PRINCIPAL SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP BY: SJD DEVELOPMENT CORP^, A CAI/IfORNIA iCflRPOjaiTlON, AS GENERAL PARTNER BY: (NOTARIZATION AND SEAL) APPROVED AS TO FORM: By. John R. ahaw, City Attorney SURETY ARCH INSURANCE COMPANY TODD M. ROHM, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) Page 3 of 3 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Los Angeles On November 28, 2005 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook NAMEOFSIGNER(S) Personally known to me - or - • 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(les), 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. SUSAN E. MORALES \ COMM, #1332202 „ Notary Public-California tr. LOS ANGELES COUNTY ~ My ^"""i-^P- 75 2005 | WITNESS my hand and official seal. x^ m {SJGNA TURE OF NOTARY) m r,Jr<eO OPTIONAL Tliough the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL/OWNER • CORPORATE OFFICER frfLE(S) • PARTNER(S) • LIMITED • GENERAL • ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAN/CONSERVATOR El OTHER; General Counsel DESCRIPTION OF ATTACHED DOCUMENT Bond TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 11/21/05 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, LTD CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT r state of CALIFORNIA County Of _S!^Ei. On NOVEMBER 21. 2005 befOFO me, CYNTHIA S. WOZNEY, NOTARY PUBLIC DATE NMC. TTTU a OFTCER - E.a.-JAME DOe. NOTARY PUBLIC- personally appeared TODD M. ROHM NAMe(S)OFSK»IER(Sl 0 personally known to me - OR -Qcprawiixiocimsxenxt^^ to be the person(s) wfiose name(s) Is/anec subscribed to tfie witfiln instrument and ac- knowledged to me that he/shsttbeyc executed the same in his/feefifltfefiii authorized capacityCfes), and that by his/jxes^ituetx signature{s) on the instrument the person(s), or the entity upon behalf of which the person(fi^ acted, executed the instrument. f CYNIHIA S. WOZNEY T 1 /^^^^ COMM. #1362259 m Z: Notary PubUc-Catiforaia ^ ^. ^^^7 ORANGE COUNTY WITNESS my hand and official seal. OPTIONAL Though Ihe data below Is not reqitired by law. H may prove valuable to persons relylhg on the document and could prevent fraudulent reattachment of this form. CAPACmr CUIMED BY SIGNER • INDIVIDUAL • CORPORATE omcEn TtriEf^ • PARTNER(S) • UMrrED • GENEHAL 0 ATTORNEY-IN-FACT • TRUSTEE(S} • GUARDIANAXDNSERVATOR D OTHER- SIGNER IS REPRESENTING: NAME OF PERSOKS) OR EHItTYlES) ARCH INSURANCE COMPANY DESCRIPTION OF AnAGHED OOCUMEHT LABOR AND MATERIAL BOND imLE OR TYPE OF DOCUMEfTT NUMBER OF PAGES NOVEMBER 21, 2005 DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Know All Men By These Presents: That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Todd M. Rohm, Cathy S. Kennedy, Sejal P. Lange, D. J. Picard and Beata A. Sensi of Orange, CA (EACH) its true and lawful Attomey(s)-in-Fact. lo make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, and as its act and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deliver bonds or undertakings that guarantee tho payment or colleclion of any promissory note, check, draft or letter of credit This authority does not permit the same obligation to be split into two or more bonds in order to bring each such bond within the dollar limit of authority as set forth herein. The Company may revoke ttiis appointment at any time. The execution of such bonds and undertakings in pursuance of these presents shall be as binding upon the said Company as fully and amply to aH intents and purposes, as if tfie same had>eeri ctoiy executed and acknowledged by its regulariy elected offk»rs at to principaj office in Kansas City, Missouri. ,\ This Power of Attorney Is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on March 3,2003, taie and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED. That tire Chaiman of ttie Board, the President, or any Vice President, or ttieir appointees designated ii writing and filed with the Secretary, or the Secretary shatt have the power and autiiority to appoint agents and attorneys-in-fact,. and to autixxize ttiem to execute on behatf of tiio Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings, oWigatofy ii 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 unanimous consent of the Board of Directors of ttie Company on March 3,200Z: VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with ihe Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on March 3, 2003, 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. OOMLOO-13 00 03 03 Page 1 of 2 Printed in U.S.A In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers, this 1st day of April , 20 03 . Arch Insurance Company Attested and Certified Joseph S. L^)«H, Corporate Secretary Thomas P. Luckstone, Vice President STATE OF CONNECTICUT SS COUNTY OF FAIRFIELD SS I Melissa B. GHIigan, a Notary Public, do hereby certify that Thomas P. Luckstone and Joseph S. Labell personally known to me to be the same persons whose names are respectively as Vice Presidenl and Corporate Secretary of the Arch Insurance Company, a Corporation organized and existing under Ifie laws of the State of Missouri, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and deUvered the said Instrument as the free and voluntary ad of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth. OFFICW.SEAL MQJSSA B. GIUGAN, Notay Pubfc Stale of CorwecScul My CoriwfeilonEiqiires February 28.2005 /77>^4^/W////47/7/? Melissa BTGHRgan, Notary Pubiic V iigan. Notary PUWK My commission expires 2-28-05 CERTIFICATION I, Joseph S. Labell, Corporate Secretary of the Arch Insurance Company, do hereby certify that the attached Power of Attorney dated April 1,2003 ©n behatf of the person(s) as listed above Is a true and correct copy and that the same has been in fiifl force and effect since the data thereof and is In full force and effed on the date of this certTicate; and I do further certify that the said Thomas P. Luckstone, who executed the Power of Attorney as Vice PresldenL was on the date of execution of the attached Power of Attorney the duly elected Vice Presidenl of the Arch Insurance Company. IN TESTIMONY WHEFIEOF, I have hereunto subscribed my name and affixed the corporate seal of tho Arch Insurance Company on this 21ST day of NOVEMBER , 20 05 . II. Corporate Secretary This PoiMer d Attorney limits the acts of those named therein to the bonds and undertaidngs specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated. Home Office: Kansas City, MO 00MLOO13OOO3 03 Page 2 of 2 Printed In U.S.A. fx ARCH Insurance Company ARCH Surety NOTICE - DISCLOSURE OF TERRORISM PREMIUM In accordance with the Terrorism Risk Insurance Act of 2002, we are providing this disclosure notice for bonds on which Arch Insurance Company is the surety, DISCLOSURE OF PREMIUM The portion of the premium attributable to coverage for terrorist acts certified under the Act is Zero Dollars ($0.00). DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM LOSSES The United States will pay ninety percent (90%) of covered terrorism losses exceeding the applicable insurer deductible. BOND ISSUED IN THREE COUNTERPARTS BOND NUMBER: SU5018430 PREMIUM: $385.00 TRACT NO.: 16752 SUBDIVISION FAITHFUL PERFORMANCE BOND FOR SETTING SUBDIVISION MONUMENTS (GOVERNMENT CODE 66499.1) WHEREAS, the City Coundl of the City of San Juan Capistrano, State of Califomia, and SJD PARTNERS, LTD., A CALIFORNIA LIMITED PARTNERSHIP (hereafter .designated as "Principal"), have entered into a Subdivision Agreement whereby Prindpai agrees to install and complete certain designated public improvements, which said Agreement dated , 20 , and made a part hereof; and WHEREAS, said Principal is required, under the terms of said Agreement, to furnish a bond for the faithful performance of said Agreement to guarantee the proper setting of all required survey monuments associated with the Subdivision Development. NOW. THEREFORE, we. the Principal and ARCH INSURANCE COMPANY . , as Surety, are held firmly bound unto the City of San Juan Capistrano (hereafter called "Obligee"), In the sum of THIRTY-EIGHT THOUSAND FIVE HUNDRED & NO/100— Dollars, ($38,500.00 ) 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 Principal shall promptly and faithfully perform said improvements, then the obligation shall be null and void; otherwise it shall remain in full force and effect. Surety waives any rights, if there be any, to require that a demand be made first against the Principal in the event of default. 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, induding reasonable attome/s fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. 2. Said Surety, 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. Executed this 21ST day of NOVEMBER . , 20 05 .at ORANGE .Cairfomla. PRINCIPAL SJD PARTNERS. LTD., A CALIFORNIA LIMITED PARTNERSHIP BY: SJD DEVELOPMENT CORP,, A CALIFflRHIA CORPORATION, AS GENERAL PARTNER (NOTARIZATION AND SEAL) APPROVED AS TO FORM: SURETY ARCH INSURANCE COMPANY TODD M. ROHM, ATTORNEY-IN-FACT (NOTARIZATION AND SEAL) QAUFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of. CALIFORNIA County of ORANGE On NOVEMBER 21. 2005 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC , MTE NAI«.Tm£WOmC61.E.a,*JAMECXDG,H0T«IW(UBUC" personally appeared TODD M. ROHM ^ N4ME(S)OFS)0NEF^ 0 personally known to me - OR -iBqaswedxtoorntsx^rixftiist^^ to be the person(^ whose name(a) is/a«K subscribed to the within instrument and ac- knowledged to me that he/stoftoeyr executed the same In his/J;t&cdthfiht authorized capacityCiffis), and that by his/Jajeajfttoate slgnature(s) on the instrument the person^Q), or the entity upon behalf of which the person^Q^ acted, executed the Instrument. ji/^:;:;;:';,,,:';:;... | WITNESS my hand and official seal. OPTIONAL Thouoh ttie data below Is not required by law, It may prove valuable to persons relying on tho document and could prevent fraudulent reattactmveni o( this form. CAPACITY CLAIMED BY SIGNER • WOIVIDUAL • CORPORATE OFFICER D PARTTJERtS) • UMfTED • GENERAL 0 ATTORNEY-IN-FACT • TRUSTEE(S) • QUARDIAMCONSERVATOfl • OTHER: SIGNER IS REPr^SEWTTNG: MUC or FOISOMP) OR EKTTTYPCS) ARCH INSURANCE COMPANY DESCRIPTION OF AHACHED DOCUMENT MONUMENT BOND TTTLE OR TYPE OF DOCUMENT NUMBER OF PAGES NOVEMBER 21, 2005 DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY Know All Men By These Presents: That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Todd M. Rohm, Cathy S. Kennedy, Sejal P. Lange. D. J. Picard and Beata A. Sensi of Orange. CA (EACH) Its true and lawful Attomey(s>4n-Fact, to make, execute, seal, and deliver from the date of issuance of this power for and on Its behalf as surety, and as ils ad and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deiiver bonds or undertakings that guarantee the payment or collection of any promissory note, dieck, draft or letter of credit This authority does not permit the same obflgatlon to be split Into two or more tionds in order to bring each such bond vHthin the dollar limit of authority as set forth herein. The Company may revoke this appointment at any time. The execution of such tx>nds and undertakings In pursuance of these presents shdl be as:bHvjing upon the said Gompan/ as fully and amply to all intents and purposes, as if the same had bberi duly executed and acknowledged by its regularly elected officers at its principal office in Kansas City. Missouri. This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on March 3,2003, tnje and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Seaetary as being in full face and effect: •VOTED, That the Chairman of the Board, the President, a any Vice President, a their appointees designated h writing and filed with the Seaetary, a the Seaetary shafl have the powa and authority to spftomt agents and attomeysHO-foct,. and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and otha writings, otirigatofy In the nature thaeof, and any such officas of the Company may appoint agents fa acceptance of process." This Powa of Attorney is signed, sealed and certified by facsimae unda and by auttvxity of the following resokjtkm adopted by the unanimous, consent of the Board of Directors of the Company on Mach 3, 2003: VOTED, That the signalae of the Chairman of the Board, the President, a any Vice President, a their appointees designated in writing and filed with the Seaetary. and the signature of tfie Seaetary, the seal of the Company, and certificatjons by the Seaetary, may be affixed by facsimile on any power of attorney a bond executed pursuant to the resolution adopted by the Board of Directors on Mach 3, 2003. and any such powa so executed, sealed and certified vrith respect to any bond a undertaking to which it is attached, shaH continue to be valid and binding upon the Company. OOML0013 00 03 03 Page 1 of 2 Printed In U.S.A. In Testimony Whereof, the Company has caused this Instrument to be signed and ils corporate seal to be affixed by their authorized officers, this 1st day of April ^ 20 03 . Arch Insurance Company Attested and Certified Joseph S. L^efl, Corporate Secretary Thomas P. Luckstone, Vice President STATE OF CONNECTICUT SS COUNTY OF FAIRFIELD SS I Melissa B. GIIKgan. a Notary Public, do hereby certi^ that Thomas P, Luckstone and Joseph S. Labell personally known to me to be the same persons whose names are respectively as Vice President and Corporate Secretary of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of Missouri, subscritjed to tho foregoing InstrumenL appeared before me this day in person and severally adtnowledged that they being thereunto duty authorized signed, sealed with the corporate seat and delivered the said insinrment as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth. Melissa BTGafigan, Notary Pubiic V My commission expires 2-28-05 OFFKW.SEAL MaJSSAB.GIlUGAN.Nat»yP«btc Stale of ConntcticU My Comiwsdon Expires FeUwry 28.2005 CERTIFICATION I, Joseph S. LabelL Corporate Secretary of the Arch insurance Company, do hereby certify that the attached Power of Attorney dated April 1,2003 ©o behatf of the person(s) as listed above is a true and correct copy and that the same has been in fuli force and effect since the date Biereof and is in full force and effect on the date of this certificate; and I do further certify that the saW Thomas P. Luckstone, who executed the Power of Attorney as Vice President, was on the date of execution of the attached Power of Attorney the duly elected Vice President of ttie Arch Insurance Company. IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company onlhis 21 ST day of NOVEMBER . 20 05 . ,w'''^ Joseph S/^bell, Corporate Secretary This Power of Attorney fimits the acts of those named therein to the bonds and undertakkigs speciftcadly named tiierein and they have no authority to bind the Company except in the manner and to the extent herein stated. Home Office: Kansas City. MO 00ML0013 00 03 03 Page 2 of 2 Printed in U.S.A. ARCH Insurance Company arch Surety NOTICE - DISCLOSURE OF TERRORISM PREMIUM In accordance with the Terrorism Risk Insurance Act of 2002, we are providing this disclosure notice for bonds on which Arch Insurance Company is the surety. DISCLOSURE OF PREMIUM The portion of the premium attributable to coverage for terrorist acts certified under the Act is Zero Dollars ($0.00), DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM LOSSES The United States will pay ninety percent (90%) of covered terrorism losses exceeding the applicable insurer deductible. BOND ISSUED I.N THREE COUNTERrARTS BOND NO. 5021869 PREMIUM: $6,552.00 V/rti-:rc;-.3. lOu ClV; OuunUl ol Ihu CA-/ of Sun Juan Snito'mrm, Sfr.lu to C'Aiforno, ;inri .XJD. JPARTNERSj. i/nto (tininailer Ouuiynaleci aJ 'Pnncipal"), tiave onterecl into a SubOiyiSiOn Agronmbnt v/hO'-eby Principal agrees to install and complote corta'n designated publ.c improvGinonts,'Miich said Agreement dalod ,20 , and made a pari hereot; and WHEREAS, said Principal is required, under the terms of soto Aqroenienl. lo furni.sti a bond for the faithful performance of said AgreomonI lo guaranlee certain v.'orr, more particularly described as follows:' TRACT 16752 - WATER AND RELATED IMPROVEMENTS NOW, THEREi-XORE, wo, tho Principal anci BOND SAFEGUARD INSIERANCE_ roMPANY ...... , us Surety, are held firnilv ijound unto On Oily y Naii Jumi Capistrano (hereaflor c-aifeci Obhoeo',, in too Siim of TUO HUNDRED..SIXTY TUO THOUSftWD SCtiCniY THREE 8, 00/100 Dollars, lS_262,_Q73iD0___._i ta'/.'iul nx>noy of ihe Einitod States, for the [laymont of \\idch sum A'OI and truly to \M made, we t)lnd ourselves, our tioirs, successors, oxoculors and administrators, jointly and seve.-aliy, tlm/y uy these presents. NtoW, THERfFORP, Ibo condiEnn of this o.iiiyallorr 15 .such that if Principal cbCl prornpTiy arnJ foi'.-r'uliy porfomi saiii improvements, then the oblicmkvi shall fm null .-nvl void, tohor.viit snail rrenain in fnh force end ^-fiecl. Surrjty wut.'es ciity rn;n"., li f'lai- I'.f; n.'v/, lo lenuir-j trial e oemarid 1)0 mado hisl .icjainsi the Pnnc [rrd in tlio o.er l c" licdaull. 'i •) p'-id <A U cityiya'.iciu vqruffs'J hrifob/. .'inrt tis etodb.i'in in lae f moccml hphtT^e!, Xmte -iwA' be iiiclml'id CNhis and innsonab!-:- n,pnn;,oa and fee:.. I'lnt ) 111 g rea-mnal.'f; nUorr,t;y':j lees, itnoirie 1 t. / Cily 'n cunch pdu Sy •.•iifoaxhj .ucn obllqadon, aH lo te tuxod as r.or.is anb Inclirdod in any yjag-noni rendorod. 2 Said Surely, for value recQivorJ, hereby Hlpulates and agojos limt nt; chorigG, extension of timo, aUerolion, or modificalion of flie contract documents or of the work to be performerl thereunder, shall in any ivay affect ils obhgallons c tins bond, and it does treroby waive notice of any such change, extension of dmo, alteration, oi modification of the contract doeumrints or of work lo be porformerj thereunder. Executed this _)_1TH day of SEPTEMBER^^ , ''fOj06_ _. at 0_RMGE Cailfornia. PRitdCIPAL SJD PARTNERS, LTD. itV.c _ 6<iuce. vf. CooV:i, Q^DtfcAl Lounstt (NO! APIZATtON AND S'EAL) APPRCJVED AbfTO l-yRto •John R. Bhaw, City Attorney SUFXTY BOND SAFEGUARD INSURANCE COMPANY BEATA-A. SENSI, ATTORNEY-IN-FACT {MOTARiZAVIOri AND REAL) CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook NAME OF SIGNER(S) Personally known to me - or - • 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. SUSAN E. MC»AUS Commliston # JM2049 NotoryPubUc-CaSfemlQ Orange County wy Comnr Biptei Pee gs WITNESS my hand and official seal. (SIGNATURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER INDIVIDUAL/OWNER CORPORATE OFFTCER TITLE(S) DESCRIPTION OF ATTACHED DOCUMENT Performance Bond #5021869 Tract #16752 TITLE OR TYPE OF DOCUMENT PARTNER(S) |_J LIMITED GENERAL MANAGING MEMBER ^ GENERAL COUNSEL • OTHER: NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. CALIPQRNiA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of _0RH21 On SEPTEMBER II. 2006 before me, CYNTHIA S. WOZNEY, NOTARY PUBLIC NAME, TTTLE OF OFFICER - E.G.. "JANE DOE, NOTARY PUBLKT personally appeared BEATA A. SENSI NAME(S) OF SH3NER(S) personally known to me - OR - • 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 ac- knowledged to me that he/she/they executed the same in his/her/their authorized capaoity(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. CYNTHIA S.'wOZNb'/ *t com #1670733 ^ Noiary PubliC'Califomta ORANGE COUNTY MvCcimi,Exp..Mxw' 25 2010^1 WITNESS my hand and official seal. OPTIONAL Though the data below is not required by law. it may prove valuable to persons relying on the document and couW prevent fraudulent reattachment of this fonn. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OFFICER TTIl£(S) • PARTNER(S) • LIMrrED • GENERAL (3 ATTORNEY-IN-FACT • TRUSTEE(S) • GUARDIAMCONSERVATOR • OTHER: DESCRIPTION OF AHACHED DOCUMENT PERFORMANCE BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF P€RSON(S) OR Ef<TTTY(ieS) BOND SAFEGUARD INSURANCE COMPANY SIGNER{S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY AO J c J ^^^^^ Boivci Sa.ieguaLra INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, that BOND SAFEGUARD INSURANCE COMPANY, an Mllnois Corporation with its prindpai office in Lombard, Illinois, does hereby constitute anct appoint: , „. . ^ ^ D. J. Picard, Todd M. Rohm, Sejal P. Lange, ****** Cathy S. Kennedy, Beata A. Sensi, Cynthia S. Wozney ' its true and iawfui AttomGy(s)-ln-Fact to make, execute, seal and deiiver 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 BOND SAFEGUARD INSURANCE COMPANY on the 7th day Of November, 2001 as follows: Resolved, that the President 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, $ 3.000.000.00 Three mfliion dollars»»»»»»»«««««« ««.••,.«...».........».»...•»»... which the Company might execute through Ils duly elected officers, and affix the seal of the Company thereto. Any said executioo of such documents by an Attomey-ln-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 Attomey-ln-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 ttie signature of the President and the seal ot the Company may be affixed by facsimile on any power of attomey granted, and the signature of the Vice President, 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 sesi shall be valid and binding 00 the Company. Any such power so executed and sealed and certificate so executed and sealed shall, with respect to any bond or undertaking to which It is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this Instrument to bo signed by its President, and its Corporate Seal to be affixed this 7th day of November, 2001. BOND SAFEGUARD INSURANCE COMPANY ix 'y^ v' ' David E Campbell President ACKNOWLEDGEMENT On this 7th day of tVovember, 2001, before me, personally came David E. Campbell to me known, who being duly swom, did depose and say that he is the President of BOND SAFEGUARD INSURANCE COMPANY, the corporation described in and which executed ttie above instrument; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. "OFFICIAL SEAL' LYDIA J. DEJONG Notary Public, State of Illinois My Commission Expires 1/12/07 Lydia J. DeJong Notary Public CERTIFICATE I, the undersigned. Vice President of BOND SAFEGUARD INSURANCE COMPANY. An lliinois Insurance Company, DO HEREBY CERTIFY that the original Power of Attomey 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 Lombard, Illinois this UTH pgy of SEPTEMBER 20 06 Donald D. Buchanan Secretary BOND ISSUED IN THREE COUNTERPARTS BOND NO. 5021869 PREMIUM CHARGED IS INCLUDED IN PERFORMANCE BOND Wlir'lCIL. [Y.f. CAy ('•^.nj of fflo i.;il; of Sho Juaii ILipioua'lo, AAo A Cnli'ornia, Divf SJD PA.RTNERS, LTD. (lioroafUjT L)fc5ignat-iil as "Pnnsipai"), have ontoroci 'ii'o a Suiiclvisioo AgroL-mia \ wiioroDy Piiocipal agrees to install and complete certain designirtod ;mbl.e irnptovements more particulariy described as follov;s; TRACT 16752 - WATER AND RELATED IMPROVEMENTS WHEREAS said Agreement dated , 20 . Is hereby referred to made a ptKt hereof, and WHEREAS, said Principal is required, under Uie terms of said Agreement, to furnisli a bond for the faithful performance of said Agreement; NOV/, THf'rRErORE. we, the Principal and BOND SAFEGUARD INSURAttoE_COMPANY . , as Surety, rue held fimVy bounrj unto the City of San Juan Capistrdnc), hereinafter called 'Oily' in the penai sum or JDD HUNDRED SIXTY TUO THOUSflND SEtlENTY THREE A-OD/jlOp DollmS, (S _ 262^073^0 i lawful money of the United States, for the payment of which sum we.tl and tmiv lo be rnade, we tiuvt ourselves., our heirs, successors, executors and aJministralors, jomtly rmd sfrveraiiy. fTinly by Itmse f.-'emmt.s. now, riil-REf-ORt. the conditr.n of Ihis obligation ir. .euUi that rf rtm above bound i-'riniupu , Its or m noTS, executors, a-diuinictraforr.. suoce-som cr acsirjus, \AA in all tuiiK)., cu;i;ti lo an:: rrbitle P., and vw-,' nno uuiy v.oi.-p and (em urn uu; c '-ivvrant:.. r . m ' ,.f f • : t'. * ; I ,;• - •n- i' 1' sml cr- r rr r,- m d rs ; el'TI »•-••!. Ic.-- ; : .x \. . • \, 1 , im ! u/. x i;...it:i.;'j • ' if' 'M:-: T, i , '!/: rrw ;• •! 'lom e. vn(u>J crl :. \l resjeat'.. a /' miu <) ;llr-u Im- .al-itt aa-i real a; -j find atinl c (jr-n.fi:', aaO civr a'lrnilem- tan (a!/, ita or-rfs, aua.-t ; aid -aaala,!: -- c tharaa r-liiailataJ, d aa had (jfiuafion aaall tiprnav: ivill am! voi l, lahav.'is- R ahai I.a nad icnaip ia fall fuiae aad edio ;l. Surety vmaaeb any righld, if Uidce be at\y, to require ttrat a doarand be mode t^'st aqainst tho Principal in lae ovont ot deiaulr BE IT rURTHER RESOLVED; 1. As a part of the obligation secured hereby, and in addilion to the face amount specified therefor, there shatt be included costs and roasonabie expenses anri fees, including reasonable attoniey's tees, incurred by City in successhjliy enforcing such cbligation, all to be taxed as cost.s and included in any judgment rendered, 2, Said Surety hereby stipulates and agrees lhal no chantje, extension nf time, alteration, or niodiiicalion of the terms of the agreement or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it drjes irorehy v.'aive notice of any such cliange, extension of time, alteration cr niDrJi-ipatton of hie terms of lire agreement or of Ifie WOPK or to tho specifications. IN Vi'iTNESS WHEREOF, three (3) identical counterparts of inis instrument, each of winch shad for all purposes tio deemed an original tbe-enf. have been riuly exooutod by the ErinriprTil and Buicty trere.n narnmJ on the iJTll day of SEPTEMBER , 20_p6_ tho name and corcoratc? seal ot each corp.'uate pmty being heioto affrxed and these p.msoni.s duly signed by n.j undnioiunorj rcpiesentativcc pursuont to authority of its goverivPig body. SJD PARTNERS, LTD. APPROVED AS TO FORM: < By _H:I>4vj_ John R Shaw, City Attorney FY: (f )01 ARI.7A1 lOi J AfiD SPRY) * ^""^ SURETY BOND SAFEGUARD INSURANCE COMPANY k^i^k^- ATTORNEY-IN-FACT (NOTARtZATION AMD SEAL) NOTE Piease Attach Ackno.vlr-hgeinent and Power ot Attor.ney CALIFORNIA ALL - PURPOSE ACKNOWLEDGMEIVT State of Califomia County of Orange On September 15, 2006 before me, personally appeared Susan E. Morales/Notary Public NAME, TITLE OF OFFICER Bruce V. Cook Personally known to me - or - • StJSAN E. MOBAl£S CommiiKon* 1632049 NofafyPutWc-Codfomla °rang« couniv 7 NAME OF S1GNER(S) Proved to me on the basis of satisfactory evidence tc 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. -vw4 WITNESS my hand and official seal. (SIGNA TURE OF NOTARY) OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL/OWNER • CORPORATE OFFICER TITLE(S) • PARTNER(S) • LIMITED • GENERAL • MANAGING MEMBER 13 GENERAL COUNSEL OTHER; DESCRIPTION OF ATTACHED DOCUMEIVT Payment Bond #5021869 Tract #16752 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES 09/11/06 DATE OF DOCUMENT SIGNER IS REPRESENTING; NAME OF PERSON(S) OR ENTITY(IES) SJD Partners, Ltd. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On SEPTEMBER 11, 2006 before me, CYNTHIA S. WOZNEY. NOTARY PUBLIC DATE NAM€. Tin.E OF OFFICER • E.G.. "JANE DOE. NOTARY POBltO- personally appeared BEATA A. SENSI NAME(S10FSIGNER(S) [3 personally known to me - OR - • 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 ac- knowledged 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 ot which the person(s) acted, executed the instrument. ...^f^ COMM #1670733 m = /^fto? n \t-ree-- f. u 1 cgi-.vi'- v.o!arv Public-Califomia - ORANGE COUNTY ^ WITNESS my hand and official seal. OPTIONAL Though the data tielow is not required by taw, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER • INDIVIDUAL • CORPORATE OmCEB im£(S) • PARTNER(S) • LIMITED • GENERAL IB ATTORNEY-IN-FACT • TRUSTEE(S) n GUARDIAN/CONSERVATOR • OTHER: DESCRIPTION OFAnACHED DOCUMENT LABOR AND MATERIAL BOND TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES SEPTEMBER 11, 2006 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PEHSONfS) OR E^r^TY(IES) BOND SAFEGUARD INSURANCE COMPANY SIGNER(S) OTHER THAN NAMED ABOVE POWER OF ATTORNEY 23897 Bond Safeguard INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS, thai BOND SAFEGUARD INSURANCE COMPANY, an Illinois Corporation with its principal office in Lombard, Illinois, does hereby constitute and appoint; D. J. Picard, Todd M. Rohm, Sejal P. Lange, ****** Cathy S. Kennedy, Beata A. Scnai, Cynthia S. Wozney ******«*««*«*«***«««****«**«»«*«-**'""«*********«**»**«*«* its true and lawful Attorney(s)-ln-Fact to make, execute, seal and deliver for, and on Its behalf as surety, any and ail txinds, 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 BOND SAFEGUARD INSURANCE COMPANY on the 7th day of November, 2001 as follows: Resolved, that the President of the Company is hereby authorized to appoint and empower any reprasentatlva 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, S I.OOO.OOO.OO Three million dollars ««*•»« »»«..>>,»««»»»»»«««««««««««»• « » ***»**«,**************•«**•**«***•*••••**•*****•**•*****»•****************•******••••*****•*•*-••***•*-•*****••**************•************ which the Company might execute through its duty 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 thay had been duly executed and acknowledged by the regulariy elected officers of the Company. Any Attomey-ln-Fact, so appointed, may be removed for good cause and the authority so granted may be revoked as specified in the Power of Attomey. Resolved, that Ihe signature of the President and the seal ot the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, and the seal ot the Company may be affixed by facsimile to any certificate of any such power and any such power or certificate tiearing 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 or undertaking to which It is attached, continue to be valid and ttinding on the Company. IN WITNESS THEREOF, BOND SAFEGUARD INSURANCE COMPANY has caused this Instrument to be signed by its President, and its Corporate Seal to be affixed this 7th day of November, 2001. ACKNOWLEDGEMENT On this 7th day of November, 2001, before me, personally came Davkt E. Campbell to me known, wtio being duly swom, did depose and say that he Is the President of BOND SAFEGUARD INSURANCE COMPANY, the corporation described in and which executed the above Instrument; ttiat he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. •OFFICIAL SEAL" LYDIA J. DEJONG Notary Public, State of Illinois My Commission Expires 1/12/07 Lydia J. DeJong Notary Public CERTIFICATE I, the undersigned. Vice President of BOND SAFEGUARD INSURANCE COMPANY, An Illinois insurance Company, OO HEREBY CERTIFY that the original Power of Attomey of vrtiich the foregoing is a true and correct copy, is in full force and effect and has not been revoked and tlie resoluticHis as set forth are now in force. Signed and Sealed at Lombard, Illinois this UTH pay of SEPTEMBER . 20 06 Donald D. Buchanan Secretary 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949)493-1171 (949)493-1053 FAX MEMBERS OF THE OTY COUNCfL SAMALLEVATO WANE BATHGATE WYATTHART JOE SOTO DAVtt) M. SWERDLIN TRANSMITTAL TO: Bruce V. Cook SJD Partners, LTD. 1250 Corona Pointe Court, Suite 210 Corona, CA 92879 DATE: November 6,2006 FROM: Maria Morris, Deputy City Clerk (949) 443-6309 RE: Subdivision improvement Agreements for Final Tract Maps - 15909,16747,16751 and Copies of the recorded Subdivision Improvement Agreements for Tracts 15909, 16747, 16751 and 16752 are enclosed for your records. If you have questbns concerning the agreements, please contact Sam Shoucair, Senior Engineer (949) 443-6355. Cc: Nasser Abbaszadeh, Engineering & Building Director Sam Shoucair, Senior Engineer 16752 San Juan Capistrano: Preserving the Past to Enhance the Future 3240O PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949)493-1171 (949)493-1053 FAX WM'M'.sanjuancapisrrano.nrg October 19, 2006 Clerk-Recorder's Office County of Orange P.O. Box 238 Santa Ana, California 92701 SENT VIA CERTIFIED MAIL Re; 1) Subdivision Improvement Agreement - Final Tract Map 15609 (SJD PARTNERS) 2) Subdivision Improvement Agreement - Final Tract Map 16747 (SJD PARTNERS) 3) Subdivision Improvement Agreement - Final Tract Map16751 (SJD PARTNERS) 4) Subdivision Improvement Agreement - Final Tract Map 16752 (SJD PARTNERS) The noted document is enclosed for recording: When placed of record, please return the recorded document to this office. Thank you for your assistance. Morrii _ Deputy City cTerk Cc; Sam Shoucair, Senior Engineer to r4 _D r-T to ru rR 3- • • 3- ru U.S. Postal ServiceiM CERTIFIED MAIL™ RECEIPT (Domestic Mail Only: No Insurance Coverage Provided) For (ieiivery intorm&Jion visit our webs'tc at www.usps.comi^ , OFFICIAL USE Poetaea CartmailFae Hatum Rwiept Fee (Endofaamanl Rsquirsif} Rartlcted DelivatyFee (EndoraamanI RaquFad) Total Poatage & Feaa Hef» Poetaea CartmailFae Hatum Rwiept Fee (Endofaamanl Rsquirsif} Rartlcted DelivatyFee (EndoraamanI RaquFad) Total Poatage & Feaa Hef» Poetaea CartmailFae Hatum Rwiept Fee (Endofaamanl Rsquirsif} Rartlcted DelivatyFee (EndoraamanI RaquFad) Total Poatage & Feaa Hef» Poetaea CartmailFae Hatum Rwiept Fee (Endofaamanl Rsquirsif} Rartlcted DelivatyFee (EndoraamanI RaquFad) Total Poatage & Feaa Hef» Poetaea CartmailFae Hatum Rwiept Fee (Endofaamanl Rsquirsif} Rartlcted DelivatyFee (EndoraamanI RaquFad) Total Poatage & Feaa $ Hef» nJ , O I Sent 7: San Jvan Capistrano: Presennng the Pi .^^J^,}yJXl^.^^. • ^a».rtT>i ^ 'C\ rgn^i. i"'X ' RECORDED AT THE REQUEST OF AND RETURN TO: City of San Juan Capistrano City Clerk's Departroent 32400 Paseo Adelanto San Juan Capistrano, CA 92675 iRecorded in the County of Orange, California : Gary L. Granville, cierK/Reoorder 1998158 30.08 258 04;30Fri 08/09/99 008 12059505 12 21 ^ ft12 9 6.08 24-00 0,00 0.00 0.00 O-OO IMPROVEMENT AND REIMBURSEMENT AGREEMENT (ASSESSORS PARCEL #666-301-01. 666-301-09. 675-361-01. 675-361-03. 675-361-04. 675-361-OS. 67.4-081-03.675-081-04.675-081-10. 675-081-141 THIS REIMBURSEMENT AGREEMENT is made by aijd between tjie City of San Juan Capistrano, hereinafter referred to as "City", and the SJD PARTNERS, LTD., a California limited partnership, herein referred to as "Developer". Whereas, City has granted approvals for Tentative Tract 14196 (Resolution Nos. 92-6-16-4) which vvill be divided into multiple finals maps, and Whereas, Conditions of Approval require Developer to enter into an Agreement to provide for the construction of certain off-site traffic improvements. Whereas, City requires that those certain improvements as outlined, hereafter, be constructed conjointly with his development. NOW, THEREFORE, City and Developer mutually agree as follows: Section 1. Scope of Jmprovements/Pro-rata ghare Qbligationg. The Developer shall design and construct the improvements as described in Attachment "A", Section I. Developers pro-rata share obligation for said improvements shall be as set forth below. Cost estimates and apportioned traffic shares as indicated were developed from past infonnation and have not been validated by the City. The City will develop final detailed cost estimates and traffic apportionments when its tra^c model is complete. Therefore, tire Director of Engineering and Building is authorized to unilatetSlly adjust the below stated formula according tot he results of the completion of the traffic model fetudy. When the results of the study have been determined, the City shall give written notice of the ^ina! percentage share allocation to Developer. FACILITY ESTIMATED COST ESTIMATED SUNCAL SHARE % ESTIMATED SUNCAL COST A. Camiiio Las Ramblas @ Via California - Signalization $120,000 94% $112,800 Attachment 10 7nn rai TC7T0«T,«T.« wj ot-ofi /an/on , Construction Cost Apportionment and Reimbursement Agreement Page 2 ESTIMATED ESTIMATED SUNCAL SUNCAL FAQUTY COST SHARE % COST B. Valle Road/San Juan Creek Road to 1-5 Ramps- Widen Roadway $572,000 38% $217,360 C. Valle Road/I-5 Ramps to Forester Ranch Road - Widen Roadway $400,000 72% $288,000 D. Valle Road @ La Novia/I-5 Ramps Intersection - Realignment/ Signalization $600,000 37% $222,000 E. Camino Capistrano @ San Juan Creek Road - Add Northbound Right Turn $120,000 40% $48,000 F. Gamine Capistrano @ 1-5 Ramps Improvement & Signal Modifications $9Q.0()() 42% 37.800 TOTALS $1,902,000 $925,960 Section 2. Other Improvements. The Developer shall also pay its "fair share" of the improvements indicated in Attachment A, Section 11, in accordance to the schedule therein. It should be noted the cost estimates and apportioned traffic shares as indicated were developed from past information and have not been validated by the City. The City will develop final detailed cost estimates and traffic apportionments when its traffic model is complete. The Director shall make the same determination based upon the completion of the study as set forth in Section 1. ESTIMATED ESTIMATED ESTIMATED SUNCAL SUNCAL FACILITY COST SHARE % COST A. Existing La Novia/Valle Road to 2500'East $2,427,000 15% $364,050 B. La Novia l^i'^^iiiiig'^alle Road to 2500'East $1,500,000 15% $225,000 . Construction Cost Apportionment and Reimbursement Agreement Piigc3 FACnJTY ESTIMATED CQsSI ESTIMATED ESTIMATED SUNCAL SUNCAL SHARF^P. COST c. Signalization San Juan Creek @ Valle Road $2W.QQQ 38% $106,400 TOTAL $4,207,000 $695,450 Sections. Design Plans. Developer designed plans shall be submitted to the City Engineer for his review and approval prior to construction. Developer shall submit faithful performance and labor/material bonds in the amount of the ^proved Engineer's Cost Estimate for each item listed in Section I prior to beginning construction for projects covered by reimbursement. Said bonds shall be on a standard City forni by an Agency approved by the City. 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 project. Developer shall be reimbursed tlie above stated costs of tite total project cost over a period of fifteen (15) years from the completion of the last improvement in Section 1 as provided in this Agreement. Timing of reimbursement payments will be according to actual proration contributions based on traffic generation from other developers in the area who develop their property within time period specified in Section 5. Section 5. Term of Agreement. This agreement shall lun for a period of 15 years from the completion of the last improvement in Section 1. An extension of five years may be granted by the City upon written request of 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. Liabilitv/Indemnification/Insurance. Developer holds City and its elected and appointed officials harmless from any claims or liabilities that may arise out of Developer's construction of improvements described in this Agreement. City holds Developer and its officers harmless from any claims or liabilities that may arise out of any improvements constructed by City or any operations and maintenance of the improvements by City. rai nk^w^TCTJV'^ kTViTP ktvc jxt^ T p TT n o o vxx.r t ^ o rt n rt rt . Construction Cost Appoitionmcnt and Rcimburecmenl Agrtemtant Page 4 Developer agrees to maintain liability insurance in the following amounts: I. Comprehensive General Liability. Developer or his agent shall naaintain in ftill force and effect comprehensive general liability coverage, including premises operations, products/completed operations, broad form property damage and blanket contractual liability in the following minimum amounts: $1,000,000 property damage $1,000,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 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 terminate nor shall they be canceled nor the coverage reduced until after 30 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 Agreernent. Section 8- Force Majeure. None of the parties hereto shall be deemed to be in default if performance of the obligations required by this Agreement 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: SJD PARTNERS, LTD- 5109 E. La Palma Avenue Suite D Anaheim, CA 92807 . Construction Cost Apportionment and Reimbursement Agreement Page 5 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 Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, assigns and successors in interest. Section 1 i. Entire Agreement. This Agreement 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 Agreement which have not been fully expressed herein. DATE \J(/{y /i (^^^ . SJD PARTNERS, LTD. a / ^ California Limited Partnership By: SJD DEVELOPMENT CORP. a California Corporatiot By: Its: DATE V<J^/^y^7 CITY OF S /A- m Greiner, Mayor^ Attcft: APPROVED AS TO FORM CITY CLERK CITYArrORNEY CALIFORKIA ALL-PURPOSE ACKNOWLEDGMENT County of Qbuljan^ 0 pefsonally appeared. on n -\rS"^A . before me.-VC-e rr\. %W,v-XD_ /Joj^i-M l^fc/if _ .^^v<i»M^Kh,.^ KERRI R- ^4Ei>iliCOFF |i Commission # 12i3002 I Natojy Puolic - California g Orange county My CcfTrm. Exprres Mj 13,5 SgqituF W W "1 1 N6/ine<9) or SlQnei<« Is^ersonally known to me B proved termTB^'iBrrth'erijasis-.ef-satisfautory-- .--evicteoce-^ to be the persorip^) whose nameC^jOs/ye subscribed to trfe wittyn instrument and acknowledged to me t(!a<Sp)^/thp^ executed the same In (fijjJhgffth^ authorize^ capacity{i6s), and that by ^ih^li\m'n signature(s) on the instrument the person(s), or the entity/upon behalf of which the person(^ acted, executed the instrumentT^s WITNESS my hand and Piac« Nocary sear Atxwe ^^^^~2:0X i stai^i^^oiN^to OPTIONAL Though the information txelow is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. ' Description of Attached Document ^, , < Title or Type of Document: DvigyfTflVr <^TtA i^ifrh LAS-^m^7^''"'?-^^'^yXr Document Date;. Signer(s) Other Than Narned Above:. . Number of Pages:. Capacity (ies Signer's Name f Individual /-> sj -V" Corporate Officer — Title(s); Ff^0cddA*\ Partner — O Limited • General • Attorney in Fact • Trustee. • Guardian or Conservator • Other: RIGHT TOUMBPRINT OF SIGNER Top ol thumb here Signer Is Representing: C 1997 Nsnonsl Notary AMOdarion • S3B0 Do Soto Avo., P.O. Bo« 2402 - ChaWworlh, CA 91312-2402 Proa, |4o. 5807 RaOiDaf: Ceir Toll-Fraa 1-800-676-8827 State of Califomia ) County of Orange ) ss. City of San Juan Capistrano ) (Gov't Code 40814 & Civil Code 1181) On July20.1999 .before me. Cheryl Johnson - - John Greiner - - - City Cleik, personally appeared personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. (SEAL) .-••..!;1A1-1>^1. L ;'.',;^'y'.,;'^''«-t'-...y, - * • WITNESS my hand and official seal. City Clerk OPTIONAL Capacity Claimed by Signer Municipal Corporate Officer Description of Attached Document Mayor Title Signer is Representing City of San Juan Capistrano Improvement and Reimbursement Agreement - SJD Partners Title or Type of Document Seven Number of Pages July 20. 1999 Date of Document Bruce EliefLSJD Development Signer(s) Other Than Named Above t\i T C->-T ft c%, O^O -r"l7 T . Construction Cost Apporu'onment and Relmbutsement Agreement Page 6 ATTACHMENT A PUBLIC IMPROVEMENTS SECTION 1 - IMPROVEMENTS TO BE CONSTRUCTED BY DEVELOPER SUBJECT TO REIMBURSEMENT (REF: sect 7.1.2. DEV. AGREEMENT) 1. Intersection improvement and signalization of Camino Las Ramblas @ Via Califomia. To be constructed prior to the first residential Certificate of Occupancy. 2. Widen Valle Road between San Juan Creek Road and the 1-5 ramps to secondary standards, including traffic signal and power pole relocations, necessary grading, retaining walls and slope landscaping. To be constructed prior to first Certificate of Occupancy in the North R & D site or extension of "C" Street to La Novia, whichever occurs first. 3. Widen Valle Road between 1-5 ramps and Forester Ranch Road to commuter standards, including necessary grading, retaining walls, and landscaping. To be completed prior to issuance of first Certificate of Occupancy in the North R&D site, or extension of "C" Street to La Novia, wliichever occurs first. 4. Intersection improvement and signalization of Valle Road/La Novia @ 1-5 ramps including realignment of La Novia, grading aad landscaping. To be completed prior to issuance of first Certificate of Occupancy in the North R&D site, or extension of "C" Street to La Novia, whichever occurs first. 5. Improvement and signal modifications of Camino Capistrano @ San Juan Creek Road to provide an additional northbound right tum lane, subject to Caltrans approval. To be completed prior to issuance of first Certificate of occupancy in the North R&D site, or extension of "C" Street to La Novia, whichever occurs first. 6. Improvement and signal modifications of Camino Capistrano @ 1-5 ramps to provide an additional lane for combined right/left turns fi-om the southbound off-ramp subject to Caltrans approval. To be completed prior to issuance of the first Certificate of Occupancy in the North R&D site or extension of "C" Street to La Novia, whichever occurs first. Constniotion Cost Apportionment und Reimbursement Agreement Page? SECTION II. IMPROVEMENTS REQUIRING DEVELOPER TO PAY A 'FAIR SHARE' OF COST BASED ON DEVELOPERS PROPORTIONATE TRAFFIC GENERATION TO EACH PROJECT. 1. Existing La Novia, Valle road to 2500 feet east. "Fair share" to be paid prior to recordation of first (1 St) final map. 2. Widening of La Novia to secondary standards from Valle Road to 2500 feet easterly. "Fair Share" to be paid prior to the sixtieth (60th) Certificate of Occupancy in Phase "HI" of the Conceptual Phasing Plan. 3. Improvement and signalization of the San Juan Creek @ Valley Road Intersection. "Fair Share" to be paid prior to the sixtieth (60th) Certificate of Occupancy in Phase "IH" of the Conceptual Phasing Plan. rzz^ TPTTOOTTOTJO WJ- /fr^«n onn7/«n/on AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196 TfflS AGREEMENT, dated this 4th day of May, 1999, by and between SJD Partners, Ltd., hereinafter called "Developer," and Capistrano Valley Water District, hereinafter called "District." WITNESSETH: WHEREAS, Developer is the successor to Pacific Point Partners, L.P. for the development of Tract 14196 (Pacific Point) within the District, in the City of San Juan Capistrano; and WHEREAS, Developer requests the approval to make modifications to certain existing water facilities; and WHEREAS, Developer has prepared and submitted to District a set of improvement plans for said water facilities, and WHEREAS, District desires to insure that said water facilities are installed in accordance with District's standards and specifications, and WHEREAS, the existing 160,000 gallon reservoir, located in the McCracken Hill area, has been identified as being located within an area which is experiencmg potential geological failures and must be removed from the District's water system in order to complete the requirements as recommended in geotechnical report, and WHEREAS, alternate water facilities must be provided in order to compensate for the removal of reservoir; and WHEREAS, the proposed alternate water facilities modifications are over and beyond the scope of work specified in the original Pacific Point "Water Facilities Construction And Service Agreement", dated November 3,1992; and WHEREAS, Developer proposes to construct interim water facilities which will serve as the initial alternative water facilities required to compensate for the McCracken Flill reservoir; and WHEREAS, Developer proposes to construct a temporary pressure reducing station adjusted to provide adequate water pressure to the 397 HGL pressure zone; and Attachment 11 Agreement for Modifications to Water Facilities to Serve Tract 14196 May 4, 1999 WHEREAS, Developer proposes to provide the interim pipelines and pressure reducing station until the permanent replacement facilities are constructed; and WHEREAS, Developer proposes to make modifications to the existing McCracken Hill booster station which would accommodate a need for a secondary source if the interim pipeline should become nonfunctional; and WHEREAS, Developer proposes to construct an 8-inch water line in Valle Road in order to complete the water system affected by the removal of the McCracken Hill reservoir; and WHEREAS, Developer will pay the cost of the design and construction of the interim water facilities and the removal of the reservoir as described in this agreement. NOW, THEREFORE, in consideration of the foregoing recitations and the promises hereinafter set forth, it is thereby agreed by and between Developer and District that: •' \ X Tl {" • -7 / ' ? 1 CONSTRUCTION AND COMPLETION 1. Developer shall, at its sole cost and expense, construct and install within 550 consecutive calendar days of execution of this Agreemenf all water facilities shown on the improvement pians entitled "PACIFIC POINT WATER FACILITIES INTERIM PIPELINE ^^^<^ McCRACKEN HILL AVEINDA CALITA TO FORSTER RANCH ROAD" as approved by the District Engineer and the City Engineer of the City of San Juan Capistrano and on file with said City and by reference made a part of this Agreement as though fully set forth hereia 2. Developer shall be responsible for the design and construction of the modifications to the McCracken Hill water system. 3. District agrees to accept the 8-inch waterline replacement when completed to District's satisfaction by Developer, in accordance with the plans and District standards. The District shall make the determination as to conformity with the plans and specifications. District agrees not to unreasonably withhold its approval as to such conformity. Developer agrees to assume full responsibility for certifying or obtaining certification of the 2 P:\ENG\DVLIAT-RCT14196\INTRMWinR.DOC Agreement for Modifications to Water Facilities to Serve Tract 14196 May 4, 1999 compaction of backfill within the pipe trench. 4. Developer shall provide 24-hour maintenance and repair service for the interim pipeline at his sole expense. 5. The existing District reservoir and pipelines to be replaced shall remain fully operational until interim facilities are acceptable to District's satisfaction. 6. Construction access shall not be allowed to enter via the Valle Road main entrance to the McCracken Hill area. In order to gain access to the McCracken Hill area all construction traffic must use a temporary construction road from the Pacific Point (SJD Partners) property to McCracken hill area. 7. Upon acceptance of permanent facilities as agreed upon in the original agreement dated November 3,1992, Developer shall remove interim pipeline at their sole expense. 8. District shall have the right to terminate this Agreement upon breach by Developer, subject to the provisions of this section. If at the request or direction of a party other than the District, including Developer, the replacement and modifications are not accomplished or completed or interim facilities are not kept in an acceptable state of repair. Developer shall remain obligated for the actual costs incurred by District for the items set forth above to the date of termination. 9. This Agreement shall be binding and inure to the benefit of the successors and assigns of Developer and District. 10. In the event of any declaratory or other legal or equitable action instituted between Developier and District in connection with this Agreement, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses, including court costs and reasonable attorneys' fees. 11. Developer shall construct said water facilities in accordance with the approved plans. District's standard specifications and under District's inspection 3 P:\ENG\DVLP\TRCTI4196\INTRMWTR.DOC Agreement for Modifications to Water Facilities to Serve Tract 14196 May 4, 1999 12. If Developer has not completed the work within 550 consecutive calendar days of execution of this Agreement, District has the right to call the security for faithftd perfoimance and complete the work. Any work perfonned after said 550 consecutive calendar days, whether by Developer, District, or others, shall be in accordance with District's standard specifications in effect as of the time the work is performed. 13. The security shall remain in effect for a minimum of365 consecutive calendar days after all the permanent water facilities have been completed and accepted by District, and shall continue in effect until exonerated in writing by District. Upon acceptance of the permanent water facilities as operational, with the exception of adjustments to appurtenances associated with final paving, the surety amount may be reduced to 25 percent of the original amount. It shall be incumbent upon Developer to renew tire security prior to its expiratioa II. USE OF WATER 1. Developer hereby expressly agrees that Contractor or any Subcontractor, for construction purposes except shall use by Developer or no water through a meter provided by District. Developer acknowledges that Section 499 of the Califomia Penal Code provides that unauthorized use of water is a misdemeanor, and District hereby states its intent to strictly enforce said Penal Code Section. 2. In addition to any criminal penalties, and not as a substitute therefore. District will charge Developer, and Developer agrees to prornptly pay District, $500.00 per day for unmetered use of District's water by Developer, Contractor, or any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts anyone of them may be liable. 3. Temporary construction meters shall be provided to Developer by District at the rental rate existing at the time that such meters are provided. Accounts for the use of jumpers during the construction of the individual residential units are to be established with the Disfrict. 4 PL\ENG\OVLP\TRCr 141 %\IN'mMWTR.lXX; Agreement for Modifications to Water Facilities to Serve Tract 14196 May 4, 1999 4. Developer shall notify District as soon as it is reasonably practical to install any permanent meter, and District shall provide and install same as soon thereafter as reasonably possible. The foregoing notwithstanding, the District may install any meter when District determines it is desirable to do so. The District will not grant approval for a certificate of occupancy until the permanent meter is installed. m. FEES AND CHARGES 1. Developer shall pay District the following sums prior to District signing improvement plans for development: (a) $14,495 for the costs of District's plan review, inspection of construction and tlie control thereof, and for the testing of materials, which sum is based upon the estimated construction cost of $223,000. 2. When meters in addition to those described in Section 1 (b) are required. Capital Improvement Charges, Water Storage Charges, Water Capacity Charges and Meter Fees for the additional development shall be paid prior to additional service being provided. IV. GUARANTEE Developer hereby guarantees the materials and the workmanship of the water facilities for a period ending 365 consecutive calendar days after the acceptance of said permanent water facilities by District. If repairs are necessary, District shall notify Developer and if Developer declines or is unable to perform when required by District, Developer hereby agrees to reimburse District for all costs associated with the accomplishment of necessary repairs to said water facilities which may have been made by District within the aforesaid guarantee period 5 P.\ENG\DVLP\TRCT14196\INTRMWTR rXDC Agreement for Modifications to Water Facilities to Serve Tract 14196 May 4, 1999 V. GENERAL 1. Developer hereby offers to dedicate to District the water facilities together with necessary easements. 2. Upon completion of the construction in accordance with the improvement plans and specifications and the dedication of the necessary easements. District agrees to accept the water facilities, whereupon said water facilities shall become property of District. 3. The terms of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. 4. Should either party be required to enforce any of the terms of this Agreement, it is agreed that the prevailing party shall be entitled to costs and reasonable attorneys' fees. VI, SURETY BONDS Developer shall post faithfiil performance, labor and materials bonds each equal to 110% of the cost of the work. The bonds shall be provided on bond forms approved by the Office of the City Attorney. Vn. COMPLIANCE WITH PUBLIC CONTRACTS LAW The District is a public agency in the State of Califomia and is subject to the provisions of law relating to public contracts. It is agreed that all provisions of law applicable to public contracts are a part of this contract to the same extent as though set forth herein and will be complied by Contractor. 6 P:\ENG\DVLP\TOCT 14196\rNTRMWTR.DOC Agreement for Modifications to Water Facilities to Serve Tract 14196 May 4, 1999 Vin. INSURANCE AND INDEMNIFICATION 1. Comprehensive General Liability Developer shall maintain in fiill force and effect comprehensive general liability coverage, including premises operations, products/completed operations, broad form property damage and blanket contractual liability in the following minimum amounts: • $500,000 property damage • $500,000 injury to one person/any occurrence/not limited to contractual period • $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 2. Comprehensive Automobile Liability Developer shall maintain in full force and effect comprehensive automobile liability coverage, including owned, hired and non-owned vehicles in the following minimum amounts: • $500,000 propetty damage; • $500,000 injury to one person/any occurrence/not limited to contractual period • $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 3. Worker's Compensation If Developer employs employees to perform services under this Agreement, Developer shall obtain and maintain, during the life of this Agreemenf Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. These policies shall not terminate, nor shall they be canceled nor the coverage reduced until after 30 days written notice is given to the District Developer shall provide an endorsement to District establishing that District has 7 P;'fiNG\DVLP\TOCT14196\INTRMWTR.DOC Agreement for Modifications to Water Facilities to Serve Tract 14196 May 4. 1999 been legally added as an additional insured to the insurance policies required under this Agreement. Developer shall indemnify and hold District harmless from any and all claims, demands, actions, attomey's fees, costs, and expenses based upon or arising out of errors, omissions, or negligent acts of Developer, its associates, employees, subcontractors, or other agents while performing services under this Agreement. In the event an action is commenced by a party to this Agreement against any other party or parties hereto to enforce its rights or obligations arising from this Agreement, the prevailing party in such action, in additional to any other relief and recovery awarded by the court, shall be entitled to recover all statutory costs plus reasonable attorney's fees. IX. CITY BUSINESS LICENSE Developer will maintain a license to do business in the City of San Juan Capistrano. X. INDEPENDENT AGBNT At all times during the term of this Agreement Developer shall be an independent agent and shall not be an employee of the District. District shall have the right to control Engineer only insofar as the results of Developer's services rendered pursuant to the Agreement; however. District shall not have the right to control the means by which Developer accomplishes services rendered pursuant to this Agreement. XI. INDEMNITY Developer shall be responsible for all injuries to persons and for damages to real or personal property of the District, caused by or resulting from any activity or operation of Developer, its employees or its ^ents during the progress of or connected with the rendition of services hereunder. Developer shall defend and hold harmless and indemnify District and all 8 P;\ENG\DVLP\TRCT14196\INTRMAVTR.DOC Agreement tor Modifications to Water Facilities to Serve Tract 14196 May 4, 1999 officers and employees of the District from all costs and claims for damages to real or personal property or personal injury to any third party resulting from the activity of itself, employees or its agents. XII. DEVELOPER NOT AN AGENT Except as District may specify in writing. Developer shall have no authority, express or implied, to act on behalf of the District in any capacity as an agent. Developer shall have no authority, express or implied, pursuant to this Agreement, to bind District to any obligation. 9 P:\ENG\DVLP\TRCT14196«N'rRMWTR.DOC Agreement for Modifications to Water Facilities to Serve Tract 14196 May 4, 1999 WINTESS WHEREOF, the parties hereto have executed^this Agreement the day and year above written. "DISTRICT" CAPISTRANQ^LLEY WATER DISTRICT By: /j>/\4^ GiVJones v^Ohairman of the Board of Directors ATTEST: Clerk of the(Boari ATTEST: "OWNER" SJD PARTNERS, LTD., a California limited partnership By: SJD Development Corporation a Califomia corporation By: Its: 5109 East La Palma Suite "D" Anaheim, CA 92807 (714) 693-6720 (714)693-6730 Fax (Notary: Attach CA All-Purpose Acknowledgement) APPROVED AS TO FORM: 10 P:\ENG\DVLP\TRCT14196\INTRMWTR.DOC CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT mm State of California County of Qva-Ay V ss. On , before me Dal« personally appeared ,^. ^eWttoP^, V3 cT-ay g9vkb^ V . Wjjame and Tine of Olficer {e.g., "Jane DOE, Nolary PuWic') Name(s) of Signerfs) l^ersonally known to me El proved to me- on the basis fjf satisfactory evidence n mi M e\<Bim R. MELNiKOFF A Commission # 1213002 if" Notary Pubfc - California | Oronge County 'vV Ccmm. ErpifES Marl 3,2C03 & to be theCoirson^^^^ whose<^namo((()(is)ary/ subscribed to the within instrument and acknowledged to meitettbe/gtu^/tb^y executed the__same in (^hpt/thgifauthorized £a£a^(ie,^, and that by Qn^/tr^r/threir (Clsigna^tfef^on the instrument thdCpersQ^fgjTor the entity upon behalf of which theCperaanj;^ acted, executed the instrument. /ITNESS my han AVz/. Place Nolary Seal Above OPTIONAL Though the information below is not required by taw, it may prove valuable io persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description ot Attached uocument J • /Ti Title or Type of Document: IV c^Vi2je.m<:r\-4- rrP (^[Cdiiic.a'ri Document Date:, Number of Pages: Signer(s) Other Than Named Above: 1937 National Nolary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworlli. CA 91313-2402 Prod. No. 5907 Reorder: Call Tolf-Pree 1-800-876.6827 • RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AND WHEN RECORDED, MAIL TO: Maria Morris, CMC, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano This Space for Recorder's Use Only AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT {Subdivision improvement Agreement Tentative Tract Map 14196) This AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT for Tentative Tract Map 14196 ("Amendment") is dated as of , 2015, and entered into by and between LV Pacific Point LLC, a Delaware Limited Liability Company ("Owner"), whose mailing address is 3121 Michelson Drive, Suite 200, Irvine, CA 92612 and the City of San Juan Capistrano, a California municipal corporation ("City"). RECITALS: WHEREAS, SJD PARTNERS, LTD., a California limited partnership ("Former Subdivider") entered into a Subdivision Improvement Agreement Tentative Tract Map 14196 with the City dated December 6, 2005, and recorded in the Official Records of Orange County, California ("Official Records") on December 29, 2005, as Instrument No. 2005001036235 ("Original Agreement"), which provides for Former Subdivider to construct certain Works of Improvement and perform other obligations relating to the filing of a Final Map of Tract 14196; and, WHEREAS, Owner is the successor-in-interest to Former Subdivider 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, the Owner was assigned and assumed the responsibility to perform that certain Work of Improvement thereon as hereinafter set forth and as identified within the Original Agreement for Tentative Tract Map 14196; and. Amendment #1 and Reinstatement of SIA Tr14196 Attachment 12 WHEREAS, Owner proposes to do and perform certain Works of improvement thereon as hereinafter set forth; and, WHEREAS, Owner has requested, and City has agreed, to extend the time period for Owner to complete the Works of improvement required under the Original Agreement, as set forth herein; and, WHEREAS, Owner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds ("Bonds") with new Bonds for 100% of the remaining Works of improvement as defined within this Amendment in the amounts shown on Exhibit "A" attached hereto; and, WHEREAS, By this Amendment, City and Owner propose to restate and amend the Original Agreement, in its entirety, as set forth herein. All terms not otherwise defined or amended herein shall have the meaning ascribed In the Original Agreement. NOW THEREFORE, In consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows; AGREEMENT 1. General Requirements: Owner shaii comply with aii the remaining requirements specified in the (a) "AMENDMENT TO 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)" dated November 15, 2005, and Its subsequent amendment and restatement dated , 20 , (Coiiectiveiy referred to herein as the "Improvement and Reimbursement Agreement"); (b) the "WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES", dated September 2, 2003, Its subsequent amendment dated March 16, 2004 (collectively referred to herein as the "Water Facilities Agreement"); (c) the "AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196", dated May 4, 1999, and its subsequent amendment dated , 20 , (Collectively referred to herein as the "Water Facilities to Serve Tract 14196 Agreement") and (d) the applicable. Conditions of Approval set forth in City Council Resolution No. 92-6-16-04 (for Tentative Tract Map 14196) and aii applicable Conditions of Approval set forth in City Council Resolution No. 03-09-16-06 (for Tentative Tract Map 15609) and shall, at its own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete ail of the works of improvement (the "Works of Improvement") set forth in Exhibit "A" hereto and as defined within the approved Improvement Plans for Tract -2- Amendment #1 and Reinstatement of SIA Tr 14196 14196, to the satisfaction of the City Engineer. Such Works of Improvement shall include, but not be limited to, the undergrounding of the overhead utilities, the placement of curb markers at aii proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement, and the construction of aii required off-site infra-structure and circulation improvements as set forth In Paragraphs 1.2 and 1.4 below to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation improvement Participation. Prior to the issuance of the first (1st) building permit, other than model homes, the applicant shaii financially contribute for the project's fair share traffic generation for the existing La Novia Avenue improvement, from Valle Road to 2500 feet east (15% fair share), which is included within the improvement and Reimbursement Agreement, as well as any improvements not Included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental impact Report (EiR) traffic Impact analysis. This financial participation shaii be in addition to paying CCFP fees. The applicant's financial participation shaii include right-of-way acquisition, design, and construction Including, but not limited to, grading, streets, sidewalks, landscaping, retaining wails, drainage structures, utility relocation, and traffic signal improvements In accordance with the City's Master Plan of Streets and Highways. Additionaiiy, prior to the issuance of the first (1st) building permit, other than model homes, the applicant shaii financially contribute for the project's fair share traffic generation on the foiiowing improvements which are included within the improvement and Reimbursement Agreement. The final cost estimate shaii be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% Ortega Highway & 1-5 Northbound Ramps: improvements: Construct westbound free right turn lane. Fair share: 0.8% Furthermore, prior to the issuance of the one hundred and fifty-first (151st) building permit, other than model homes, the applicant shaii financially contribute for the project's fair share traffic generation on the foiiowing improvements which are included within the Improvement and Reimbursement Agreement. The final cost estimate shaii be reviewed and determined by the City Engineer: La Novia Widening /Valle Road Project to 2500 feet east -3- Amendment #1 and Reinstatement of SIA Improvements: Widening to secondary standards. Fair share: 15% Signalization San Juan Creek at Valle Road Project improvements: Signals and intersection Improvements. Fair share: 38% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^' Certificate of Occupancy, the applicant shaii design and construct the off-site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. Aii easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral In the timing of this condition, due to unforeseen delays, shaii be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: improvements: install a traffic signal and construct a separate southbound right-turn lane. Fair Share: 94% 1.3 Construction of Avenida CaiiforniaA/lsta Marina. Prior to Issuance of the one hundred fifty-first (151st) Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shaii complete, to the satisfaction of the City Engineer, the construction of Avenida Caiifornia and Vista Marina Street, from the extension of Via California, aii the way to its intersection with Vaiie Road. For any phases of development prior to issuance of the 151^* Residential Building Permit any section of Avenida Caiifornia Street and Vista Marina leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shaii be completed from Via Caiifornia to that phase, prior to Issuance of the first building permit of such phase. Any deviation shaii be subject to review and approval by the City Engineer. 1.4 Cff-Site Circulation improvement Construction. Prior to the completion of Avenida CaiiforniaA/ista Marina, or the issuance of the 15H' Building Permit, whichever comes first, the applicant shaii design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. Aii easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvements listed below shaii be obtained by the applicant, with City's assistance. Any deferral in the -4- Amendment #1 and Reinstatement of SIA timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shaii be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane. Fair Share: 8.4% Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen Vaiie Road to a two-iane divided roadway including traffic signal and power pole reiocations, necessary grading, retaining wails, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement pians. Fair Share: 38% Valle Road from 1-5 to Forester Ranch Road: improvements: Widen Vaiie Road to commuter standards, including necessary grading, retaining wails, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement pians. Fair Share: 72% La Novia Avenue & Valle Road/1-5 Northbound Ramps: improvements: Construct the La Novia Avenue approach, Vaiie Road approaches, and the i-5 NB Ramps as part of a circular one-iane with shoulders round-a-bout pursuant to the approved improvement pians. Fair Share: 37% 2. Securitv: A. Cwner shaii, at aii times beginning with the execution of this Amendment, guarantee Cwner's performance of this Amendment by providing City with the foiiowing 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: (1) A Faithful Performance Bond to ensure faithful performance of this Amendment in regard to the Works of improvement be installed by Cwner In the amount of 100% of the estimated cost of construction of such Works of improvements (110% for the remaining water related -5- Amendment #1 and Reinstatement of SIA improvements to be instaiied by Owner) as shown in Exhibit "A" attached hereto; and A Labor and Materiais Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing iabor or materiais for the Works of improvements required to be constructed or instaiied pursuant to this Amendment in the additional amount of 100% of the estimated cost of construction of the Works of improvement to be instaiied by Owner (110% for the remaining water related improvements to be instaiied by Owner) as shown in Exhibit "A" attached hereto; and A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. in order to guarantee and warranty the Works of Improvement and in addition to the security instruments referenced in Article 2(A), Owner shaii provide to City the foiiowing Security instruments: (1) Prior to the City's final acceptance of the Works of improvement and recordation of a Notice of Completion, Cwner shaii provide to City a Warranty Bond for Works of improvement warranting the accepted Works of improvement for a period of one (1) year foiiowing said acceptance against any defective work or iabor done or defective material furnished. The amount of such Warranty Bond for Works of improvement shaii be equal to twenty-five percent (25%) of the estimated construction cost set forth In Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of improvement, Cwner shaii provide a Landscape and irrigation Warranty Bond warranting the landscape and irrigation Works of improvement for a period of one (1) year foiiowing said acceptance against any defective work or iabor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and irrigation Warranty Bond shaii be held by the development's Homeowners' Association ("HCA"). -6- Amendment #1 and Reinstatement of SIA Tr14196 All Security instruments required by this Amendment, with the exception of the Landscape and irrigation Warranty Bond, which is submitted to the development's HOA, shaii 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 Cwner's written request foiiowing acceptance by City of the Works of Improvement and Cwner's delivery to City of the Warranty Bond for Works of improvement. City shaii release the Labor and Materiais Bond upon Cwner's written request and foiiowing acceptance by City of the Works of improvement 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 Division Third of the Caiifornia Civil Code, if lien claims have been timely filed. City shaii hold the Labor and Materiais Bond until (a) such claims have been resolved, (b) Cwner has provided a statutory bond, or otherwise as required by applicable law. City Engineer shaii release the Warranty Bond for Works of improvement upon Cwner's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and irrigation Warranty Bond held by the HCA will be determined by a separate agreement between the developer and the HCA. 2.1 Form of Securitv instruments. Aii Security Instruments shaii meet the foiiowing minimum requirements and otherwise shall be in a form acceptable to the City Attorney: (i) Any insurance company acting as surety shaii 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, Cidwick, New Jersey, 08858; any bank acting as surety shaii have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (ii) Payments under the Security instruments shaii be required to be made (and, with respect to bonds, litigation shaii be required to be instituted and maintained) in the County of Crange, State of Caiifornia; Amendment #1 and Reinstatement of SIA Tr14196 -7- (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Owner's completing the Works of improvement, in accordance with Article 3 herein; (iv) The Security instruments shaii reference Owner's obligations under this Amendment, shaii be Irrevocable, and shaii include as an additional obiigatlon secured the responsibility to compensate City for aii of the City's attorneys' fees and litigation expenses reasonably incurred enforcing its rights under the Security instruments. 3. Time of Compietion; Aii of the Works of improvement shaii be completed no later than January 16, 2017. The time for compietion may be extended by the City Engineer, in writing, for good cause shown by the Cwner. Cwner shaii compensate the City for aii costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Article 19. in the event that Cwner fails to complete the Works of improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Cwner, or his surety as herein provided. The City may require Cwner, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of improvement. 3.1 Force Majeure: Notwithstanding the provisions of Article 3 herein, Cwner's time for compietion of the Works of improvement shaii be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Cwner, including, to the extent applicable, adverse weather conditions, flood, earthquakes, strikes, iockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shaii not Include any period longer than thirty (30) days prior to City's receipt of a written notice from Cwner or its contractor detailing the grounds for Cwner's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of improvement (or separable portion thereof), Cwner shaii cause such work to be diligently pursued to compietion, and shaii not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. Amendment #1 and Reinstatement of SIA Tr 14196 -8- 3.3 Reversion to Acreage; in addition to whatever other rights City may have due to Cwner's failure to timely perform its obiigatlons hereunder, Cwner recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in Caiifornia Government Code Sections 66499.11- 66499.20-3/4. in this regard, Cwner agrees that if none of the Works of improvement referenced herein have been made within the specified "Time of Compietion" referenced in Article 3 or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Cwner after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Amendment shaii be effective on the date that the Amendment is recorded by the County of Crange in the Cfficiai Records. 5. Utiiitv Deposits - Statement: Prior to the commencement of any work to be performed under this Amendment within an area delineated on a Final Map, the Cwner must file a written statement with the City Clerk and City Engineer, signed by the Cwner, to the effect that Cwner has made aii deposits legally required by such public utility corporation for the connection of any and aii public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Cwner shall, at Cwner's expense, obtain aii necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. 7. Definitions and Cwnership of improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facliities, traffic controls, landscaping and irrigation, street lights, and aii other required facliities as shown in detail upon pians, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Cwner subject to approval by the City -9- Amendment #1 and Reinstatement of SIA Tr14196 Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. Aii required public improvements constructed or instaiied pursuant to this Amendment shaii become the sole exclusive property of the City, without payment therefore, upon acceptance of said Improvements by the City Council. 8. Cbilqatlons of Cwner: Notwithstanding the fact that Cwner's pians and specifications, compietion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shaii In no way reiieve Cwner of satisfactorily performing said work or the related obligations hereunder. The construction shaii be done strictly in accordance with the pians and specifications Including supplements and revisions prepared by Cwner or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Cwner warrants that its pians and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. in addition to the foregoing, Cwner shaii satisfy aii the conditions of approval set forth on the City approved tentative map for the Property. Cwner shall also perform aii work and furnish aii materiais necessary, in the opinion of the City Engineer and on his order, to complete the Works of improvement in accordance with the pians and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. intent of Pians and Specifications: The intent of the pians and specifications referenced above is to prescribe a complete work of improvement, which Cwner shaii perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Cwner shall complete a functional or operable improvement or facility, even though the pians and specifications may not specificaiiy call out aii items of work required for the contractor to complete its tasks, incldentai appurtenances, materiais, and the like, if any omissions are made of information necessary to carry out the full intent and meaning of the pians and specifications, Cwner or its contractor shaii immediately notify its design engineer who will seek approval of the City Engineer for furnishing Amendment #1 and Reinstatement of SIA Tr 14196 -10- of detailed instructions, in the event of any doubt or question arising regarding the true meaning of any of the pians, specifications, or related documents, reference shaii be made to the City Engineer whose decision thereon shaii be final. 10. Superintendence bv Owner: Owner shaii give personal superintendence to the Works of improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at aii times during progress, with authority to act for Cwner. in the event the Cwner is not exercising satisfactory superintendence, the City Engineer may order suspension of aii work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Cwner shaii replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and aii property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shaii be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. inspection bv Citv: Cwner shall at all times maintain proper facilities and provide safe access for inspection by City to aii parts of the work and to the shops where the work is in preparation. The Cwner shaii pay the cost of inspections. City's Inspector shaii have the authority to stop any and aii work not in accordance with the requirements contained or referenced In this Agreement. The inspection of the work by City shaii not reiieve Cwner or the contractor of any obligations to fuifiil this Amendment as herein provided; unsuitabie materiais or work may be rejected notwithstanding that such materiais or work may have been previously overlooked or accepted. No inspection or acceptance pertaining to specific parts of the Works of improvement shaii be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. -11- Amendment #1 and Reinstatement of SIA Tr 14196 The date on which the Works of Improvement will be considered as complete shaii be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Compietion with respect thereto. 13. Authoritv of the Citv Engineer: Aii required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shaii have the right to reject any or ail of the work to be performed under this contract if such work does not conform with City Codes and Standards and the pians and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this shaii be repaired or replaced, by the Cwner, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security, in addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shaii have the authority to make a final decision In regard to aii questions which may arise as to the quality and acceptability of materiais furnished and work performed, and aii questions as to the satisfactory and acceptable fulfillment of the terms of this Amendment by Cwner and Cwner's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Amendment and without notification to any of the sureties referenced in Article 2 of this Amendment, may order extra work or may make changes by altering or deleting any portion of the Works of improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Amendment and to protect the public health, safety, and welfare, it is mutually understood that it is inherent in the nature of the work contemplated by this Amendment that some changes in the pians and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shaii notify Cwner or Cwner's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of improvement. No field changes performed or proposed by Cwner or its contractor shaii be binding on City unless approved in writing by the City Engineer. Amendment #1 and Reinstatement of SIA Tr14196 -12- 15. No Warranty by Citv: The pians and specifications and related documents for the Works of improvement have been prepared by or on behalf of Cwner or its consultants or contractors, and City makes no representation or warranty, express or implied, to Cwner or to any other person regarding the adequacy of the pians or specifications or related documents. 16. Liabiiitv for Performance, injury or Damage: Neither the City nor any of its officers or agents shaii be liable to Cwner or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionaiiy, the City shaii not be liable to the Cwner 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 Agreement, or any part thereof. 17. indemnifications and Release: Prior to the commencement of any work pursuant to this Agreement, Cwner (if performing work itself) or Cwner's contractors shaii 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 ail costs of defending any claim arising as result thereof. Minimum general liability insurance shaii be not less than $2,000,000 per occurrence and not less than $4,000,000 aggregate. Said policy shaii be in favor of Cwner or its contractors, as primary insureds, and of the City, its officers, elected and appointed officers, agents, and employees, as additional insureds, and shaii be maintained In full force and effect during the life of this Agreement, including extensions. Said policy shaii state by its terms and by an endorsement that it shaii not be canceled until the City shaii have had at least ninety (90) days' notice in writing of such canceiiation. The Cwner hereby releases and agrees to defend (with legal counsel selected by Cwner and reasonably acceptable to the City), indemnify and hold the City harmless from and against any and aii injuries to and deaths of persons and injuries to property, and aii claims, demands, costs, loss, damage and liability, howsoever the same may be caused and whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or aii work to be done in and upon Amendment #1 and Reinstatement of SIA Tr14196 -13- the subject property and the premises adjacent thereto pursuant to this Agreement, and aiso from any and aii Injuries to and deaths of persons and injuries to property or other Interests and aii claims, demands, costs, loss, damage, and liability, howsoever the same may be caused and whensoever the same may appear, either directly or indirectly made or suffered by the Owner, the Owner's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liabiiitv of Owner: The Owner agrees that the use for any purpose and by any person of any and aii of the streets, easements and improvements herein specified shaii be at the sole and exclusive risk of the Owner at aii times prior to final acceptance by the City of the completed street and other Improvements thereon and therein; provided that acceptance by the City shaii in no way eliminate or lessen any of the Cwner's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shaii not be construed in any manner to constitute an acceptance and approval of any or aii of the required Improvements in said subdivision. 19. Cwner's Expenses; The Cwner shaii pay these additional expenses: a. The Cwner shaii cause to be made and/or pay for soli tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Cwner shaii aiso pay for aii compaction and related tests necessary to determine that aii fill work and the utility trench backfill has been satlsfactoriiy placed. b. Aii service (including plan check and inspection), impact and connection fees as established by City shaii be paid for each lot In the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City In evaluating any proposed or agreed upon change in work, in no event shaii Cwner be entitled to additional inspections or final inspection and acceptance of any of the Works of improvement until aii City fees and charges have been fully paid, including, without limitation, charges for appticabie penalties and additional required inspections. Amendment #1 and Reinstatement of SIA Tr14196 -14- Owner shall compensate the City for aii actual costs reasonably incurred in having Its authorized representatives make the usual and customary engineering services beyond the specified "Time of Compietion" referenced in Article 3. Said actual costs include: inspection of Works of improvement, engineer design review, plan check and project development process. Cwner agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: it is hereby mutually covenanted and agreed by the parties hereto that Cwner's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of Independent contractors. 21. Certification of Satisfactory Compietion: Upon the satisfactory compietion of the Works of improvement by the Cwner, the City Engineer shaii certify that the Works of improvement have been satlsfactoriiy completed. 22. Repairs or Reconstruction of Defective Work: if, within a period of one (1) year after City Council acceptance of the improvement work performed under this Amendment, any of the improvements or work done under this Amendment fails to fuifiil any of the requirements of this Amendment, or the specifications referred to herein, Cwner shaii without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise unsatisfactory part, or parts, of the work or structure. Should Cwner fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Cwner can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Cwner shaii pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warranty: Without limiting the foregoing, Cwner warrants and guarantees: materiais used and workmanship performed on said work for a period of one (1) year after compietion and acceptance thereof by the City, the setting of ail required Final Map monuments and agrees to maintain aii required landscaping in a vigorous and thriving condition for a period of twelve (12) months after compietion and written acceptance thereof by the Director of Amendment #1 and Reinstatement of SIA -15- Public Works and Utilities Department and by the HOA. Only the warranty security for the landscape improvement shaii be posted with the HOA. Aii other security instruments shall be submitted to the City in accordance with Article 2. The warranty provided herein shaii not be in lieu of, but shaii be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default: 24.1 Remedies Not Exclusive: in any case where this Amendment provides a specific remedy to City for a default by Cwner hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 Citv Right to Perform Work: In addition to whatever other rights or remedies it may have for Cwner's default hereunder. In the event Cwner shaii fail to timely perform any work required to be performed under this Amendment and such failure shaii continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Cwner shaii fail to diilgentiy pursue the cure of any such default to compietion. City shaii have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Cwner and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attornev's Fees and Costs: in the event of any litigation arising out of Cwner's performance of its obligations under this Amendment or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shaii be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shaii include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shaii be entitled to aii other reasonable costs incurred in Investigating such action, taking depositions and discovery, retaining expert witnesses, and aii other necessary and related costs with respect to the iltigation. Aii such fees and costs shaii be deemed to have accrued on commencement of the action and shaii be enforceable whether or not the action is prosecuted to judgment. Amendment #1 and Reinstatement of SIA Tr 14196 -16- 25. Notice of Completion: Upon approval of the Works of improvement by the City Engineer and acceptance by the City Council, the Owner shaii file in the Official Records a Notice of Compietion of the improvements herein specified. 26. Filing of improvement Pians: Upon compietion of the job and prior to final acceptance of the Works of improvement by the City, the Owner shaii submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of aii improvement pians in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shaii be certified and shaii reflect the job as actually constructed, with aii changes incorporated therein. 27. Assignment: This Amendment shaii not be assignable by Owner without written consent of City. Amendment #1 and Reinstatement of SIA Tr14196 -17- IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 20 , 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. OWNER CITY OF SAN JUAN CAPISTRANO LV Pacific Point LLC, A Delaware Limited Liabiiity Company Bv: '^^""A"'^^^ By: Derek Reeve, Mayor Jonas Stiklorius Name: Authnrirnd Sienutory its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit A Amendment #1 and Reinstatement of SIA Tr 14196 -18- OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss COUNTY OF NEW YORK ) On the/ day o\y^p£A in the year 2015 before me, the undersigned^ a Notary Public in and for said State, personally appearedd^?/)L>/n/tio/V<Jc^,^pexsoga\\ 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 LISA A. PHELAN Notary Public. State of New York Qualified m New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 Amendment #1 and Reinstatement of SIA Tr14196 -19- Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF SUBDIVISION IMPROVEMENTS Final Tract Map 14196 I hereby certify that the foiiowing improvements in Pacifica San Juan Final Tract Map ("FTM") 14196 have been completed, to wit: Schedule of Improvements Original Bond Amount Percent Complete Remaining Amount or Bond Amount Street improvements (Avenida California) $321,533 100% $0 Water improvements $245,300 100% $0 Sewer improvements (Avenida Caiifornia) $127,871 100% $0 Drainage improvements - Storm Drain $255,925 100% $0 -Avenida California $213,412 100% $0 Landscape and irrigation $620,766 75% $155,192 Monumentation $0 NA $0 Off-site Public improvements (1) NA (1) Total Works of improvement $1,784,807 92% $155,192 (1) With improvement and Reimbursement Agreement Street Improvements (Avenida California) The Performance Bond is for the amount of Zero Dollars _($ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars ^$ 0). (100% of Column 4) Water Improvements The Performance Bond is for the amount of Zero Dollars {$ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars X$ 0_). (100% of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 14196 1 of 3 Exhibit A Sewer Improvements (Avenida California) The Performance Bond is for the amount of Zero Dollars _($ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars ^$ 0). (100 % of Column 4) Drainage Improvements - Storm Drain The Performance Bond is for the amount of Zero Dollars ^$ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars {$ 0). (100 % of Column 4) Drainage Improvements - Avenida California The Performance Bond is for the amount of Zero Dollars {$ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars 1$ 0). (100 % of Column 4) Landscape and Irrigation The Performance Bond is for the amount of One Hundred Fifty Five Thousand One Hundred Ninety Two Dollars ($ 155,192 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of One Hundred Fifty Five Thousand One Hundred Ninety Two Dollars {$ 155,192 ). (100 % of Column 4) Monumentation The Performance Bond is for the amount of Zero Dollars ($ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars 1$ 0). (100 % of Column 4) Off-site Public Improvements The Performance Bond is for the amount of Zero Dollars 1$ 0). (100 % of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 14196 2 of 3 Exhibit A The Laborers and Materialmens Bond is for the amount of ^$ g_). (100% of Column 4) Zero Dollars SUBMITTED BY ENGINEER CF RECCRD I estimate the total cost of completing the remainder of the in-tract FTM 14196 improvements agreed to be performed by the Cwner and Subdivider to be Cne Hundred Fifty Five Thousand Cne Hundred Ninety Two Dollars ($155,192) DATED: ACCEPTED BY CITY Doug StaleyTRCE No. 3^796) President Hunsaker & Associates Irvine, inc. 3 Hughs Irvine, CA 92618 DATED: Steve Kooyman, P.E. Assistant Public Works Director Subdivision Improvements Agreement Pacifica San Juan. FTM 14196 3 of 3 Exhibit A SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000316 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principai"), and Ironshore indemnity Inc., 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 Principai 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 particuiariy described as foiiows: Landscape subdivision improvements within Tract 14196 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 14196. NCW, THEREFCRE, we, the Principai and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbilgee") In the penal sum of Cne Hundred Fifty-Five Thousand Cne Hundred Ninety-Two and 00/100 Dollars, ($155,192) 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. NCW, THEREFCRE, the condition of this obligation is such that, if Principal shaii 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 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 WHERECF, 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 JoViSs Sfikiofms Authorized Signatory Its: SURETY: Ironshore Indemnity Inc. (NOTARIZATION AND SEAL) Christopher L. Dobbs-Attorney-in-Fact Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore indemnity Inc. ill- 20000316 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: Chris Dobbs, Jaiene Brown, and Tracy L. Cariiie 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"" day of April, 2013 as foiiows: 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. A •* SIM. Oariiin.. Su Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEHetB NOTAf Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 Qu itlftod tn Now York Count i My Commliilon ixpb«i Jun* 01, 2014 Notary Public CERTIFICATE I, 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 24ih Day of March , 20 15 Sqcntary "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000316 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore indemnity Inc. . 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: Landscape subdivision Improvements within Tract 14196 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 14196. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbilgee") In the penal sum of Cne Hundred fifty-five thousand Cne Hundred and Ninety-Two and 00/100 Dollars, ($155,192.00) 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. NCW, THEREFCRE, the condition of this obligation Is such 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 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 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 terms of the agreement or of the work to be performed thereunder, shall In any way affect Its obiigatlons 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 WHERECF, 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 (NCTARIZATICN AND SEAL) By: PAMI LLC, its Managing Member Jonas Stiklorius Authorized Signatory Its: SURETY: lronshoreJ.ndemnlty Inc. (NCTARIZATICN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000316 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: Chris Dobbs, Jaiene Brown, and Tracy L. Cariiie 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"" 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. SSAL tin By:L_—- Daniel L. Sus: Director ACKNOWLEDGEMENT On this 7' Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBOiB NOTAJ Y PUBLIC-STATE OF NEW Y< )RK NO. 01BE6222764 QU itmAd in N»w Yotk Count i My CommtiMon Ixpliui Jun* 01, 2014 Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHO- . INDEMNITY INC., a Minnesota Company, DO HEREBY CERTIFY that the original Power of Attomey of which the foregoing is a true and correct ..opy, is in full force and effect and has not been revoked i d the resolutions as set forth are now in force. Signed and Sealed at this 24m Day of March , 20 is Sqcrstary 'TA/ARNING: 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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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 Jaiene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: mOMSMMIt mOCMKmiNC FUMNCUlSIATmiNrSUKMUr *><>f0m<lnr31,10U temtt Pnttrrfstotia Coninion itocfci Mon«.(i lowM on rMl MUtt: nm NOM Moflqjqo lo*R» on rtol tnsu: OOiOf Ihoo ffm Ikm rrofNftWi occupM by tt!* (vmHOr Proponm Md for tho productJoo of IncenM rroMRfolMdhciOo Co*, cwh oqohioloati onfl tfwft-Urm Invostiiionti Centnclloom OotfvoUvoj Ofherinmtodoosoti fUcofvoWoo tor socurifiM Soojfffioo londinc rtlnvtittd coflotofof ouotx Aarofltc IMftto4ni for inoiffod HOOU Sobtoals. o* mi invottM outts TWt ptints leu $- Ouffod off InvMtmoottncomt AM IM Keruod UncoloctodprtfniMniendacMtu bojancoi A AocoufMofeoKoctldo D«Mn At, acm a and In dboldotaffodand not vol dot AooiMd rtlre*oelfvt promhimt Anounti rocovireWc ffOA ralnuvort fundi fwM W Of depothod wttf) rolnwrad compaflMt Ottwr amdunti fooalvaMo undor ralounnoa contfacti Ameunn foctlvaMo relalinc to iniiuuftd ptani Corfonl fodaraj aod forottn AcoOM tu rocovarabA aod Atafott Aaraon Nat tfafaffod tu pttat Ooannty fundi racotvpMa Of Ml daiwttt Pumltuin and aqApnanc Indudiiff Inaltti cara daltvarv auatl Nat adpistniaM In naati and llaWlltlai dua to faratpn aadufva ntu Itocotvablu from pafoot. ttibiidlarlu and affUAtoi HMltti<afoandotA«amouRti lOcatvabM Affifogata wtttadnl for otfMf Oton Avaxtad auatl Total aliou axdudlng Soootato ActountI, TofratAtad AttounU and Protactod Cal Accdtmu Ffoan SaparaA Accounti. Saffaff atad Accoonu and Pralactad CM Aceoonu lOIAU 0 H.M»,9« 0 0 a 0 0 0 0 0 0 174.5t»,454 0 M4.UI 49,aj,»T0 0 0 »J07,M5 « 0 0 0 4,605,«« 0 0 0 a 4JM,!«1 270,47(415 27042(48( a an paid louu and too 0 ConmUilom pavabM, conttnianl eoi ifitAUafcliaiiu Ctiffani (aaattl and fonl|n tncont laaai NMdafaffadtubUMv UnaarnadpfamMml Advancaprafflium Cadtd ralMunnca firanhin •I and for alia Aeoma tuuf papaUa Inat of cadiK coAAltddnst Funds iMld liv uanpanr iindaf fAnoifanca irMtiat Atneonb wftlilwld A roulnad bv eompanv for aocouirt of odioft Mmmancn and ttani not allecttad PfOldiiofi ter I ibiiidiiH • Nat a4|ii«foanU A anan and lablltlMs doa to lofalin aKtiania rau 424SJ.9W 0 74«i<»5 Tajois 24U4774 W3.705 (4374M 444»74»4 0 Payabia to pafant, lubddlarfu and affUlatat Darlvatlvu PayabMlDfUojilliu PayabM for HCUrttMl Mndbif UabUltr fbf anoonU haM undaf onAsurad olau Aglfaaata vnftadni tbf tnblltin Total llbWIai aadudlni pfotactid an lablWMi ProtKtsd crt liiWUtiis Total lablMMl FOUCYHOmtfirS JUAPCUS Auracata aAtalm for ifMdal itaplut fundi i4n.is« UI4«4C* i4i4W4(a 12l)lSa0.llT ConiAon capital Ifoafc Piaftirad capital nodi Acsratata wrttaTfu for othar dian ipadN lufpl A SurplANotai SfoiifMldAandco d fundi (Mdplu) StifAus at tadAcdt ooliciAoldan TOTAtS (164SI454I 120440.U7 27042(4« CEIiTlflCATt I canffv that llw bbova llnviclil itatatnatiu to ttia bast of nty bwodadta ara a tfua and accarata taflacdoo of tlia Oundal condWon of tba Cofflpaoy uof Datafflbor 3L2013. AdAUonattv, I certify IIM IFM aboM fAancIN ttatomafiu act in Hfaaniant MOi ma Statutory Rnandal Sutaiaantt flMd odtb ttia KUiinMNPM ina m of Iniuraoeaai of uo una data. nJGlaaion CFO.VPNTreaiUfaf aod vwam to tea ttiuTutof x/fb/jT , p.Ol'V My™iulon^ifu_ J/Ziy/S ^f-issri Ap.Koviyi ALYSSATURNOVnZ Notary PiMic State of New KM No. 01TII8044514 CkjaRtod te Westchester County Commission Bipirae July ia 201S STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 Signature and Office of individual taking acknowledgment No ary Put.|,c State ot New York Oudl,f:ec .n New VotK County .Reg No. 01PH6292618 Commission Expires November 4 2017 RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Gapistrano, OA 92675 AND WHEN RECORDED, MAIL TO: Maria Morris, CMC, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 &6103 City of San Juan Capistrano This Space for Recorder's Use Only AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT {Subdivision improvement Agreement Tentative Tract Map 15609) This AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT for Tentative Tract Map 15609 ("Amendment") is dated as of , 2015, and entered into by and between LV Pacific Point LLC, a Delaware Limited Liability Company ("Owner"), whose mailing address is 3121 Michelson Drive, Suite 200, Irvine, CA 92612 and the City of San Juan Capistrano, a California municipal corporation ("City"). RECITALS: WHEREAS, SJD PARTNERS, LTD., a California limited partnership ("Former Subdivider") entered into a Subdivision Improvement Agreement Tentative Tract Map 15609 with the City dated October 17, 2006, and recorded in the Official Records of Orange County, California ("Official Records") on October 27, 2006, as Instrument No. 2006000725671 ("Original Agreement"), which provides for Former Subdivider to construct certain Works of Improvement and perform other obligations relating to the fifing of a Final Map of Tract 15609; and, WHEREAS, Owner is the successor-in-interest to Former Subdivider 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, the Owner was assigned and assumed the responsibility to perform that certain Work of Improvement thereon as hereinafter set forth and as identified within the Original Agreement for Tentative Tract Map 15609; and, -1- Amendment#1 and Reinstatement of SIA Tr 15609 Attachment 13 WHEREAS, the City Engineer extended the time of completion of the original agreement to July 1, 2013 pursuant to the terms of the original agreement; and, WHEREAS, Owner proposes to do and perform certain Works of Improvement thereon as hereinafter set forth; and, WHEREAS, Owner has requested, and City has agreed, to extend the time period for Owner to complete the Works of Improvement required under the Original Agreement, as set forth herein; and, WHEREAS, Owner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds ("Bonds") with new Bonds for 100% of the remaining Works of Improvement as defined within this Amendment in the amounts shown on Exhibit "A" attached hereto; and, WHEREAS, By this Amendment, City and Owner propose to restate and amend the Original Agreement in its entirety as set forth herein. All terms not otherwise defined or amended herein shall have the meaning ascribed in the Original Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. General Requirements: Owner shall comply with all the remaining requirements specified in the (a) "AMENDMENT TO 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)" dated November 15, 2005, and its subsequent amendment and restatement dated , 20 , (Collectively referred to herein as the "Improvement and Reimbursement Agreement"); (b) the "WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES", dated September 2, 2003, its subsequent amendment dated March 16, 2004 (collectively referred to herein as the "Water Facilities Agreement"); (c) the "AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196", dated May 4, 1999, and its subsequent amendment dated , 20 , (Collectively referred to herein as the "Water Facilities to Serve Tract 14196 Agreement") and (d) the applicable Conditions of Approval set forth in City Council Resolution No. 92-6-16-04 (for Tentative Tract Map 14196) and all applicable Conditions of Approval set forth in City Council Resolution No. 03-09-16-06 (for Tentative Tract Map 15609) and shall, at its own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works -2- Amendment #1 and Reinstatennent of SIA Tr15609 of improvement (the "Works of Improvement") set forth in Exhibit "A" hereto and as defined within the approved Improvement Plans for Tract 15609, to the satisfaction of the City Engineer. Such Works of Improvement shall include, but not be limited to, the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement, and the construction of all required off-site infra-structure and circulation improvements as set forth in Paragraphs 1.2 and 1.4 below to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east (15% fair share), which are included within the Improvement and Reimbursement Agreement, as well as, any improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% Ortega Highway & 1-5 Northbound Ramps: Improvements: Construct westbound free right turn lane. Fair share: 0.8% Furthermore, prior to the issuance of the one hundred and fifty-first (151st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements which are included within the Improvement and Reimbursement Agreement. The final cost estimate shall be reviewed and determined by the City Engineer: Amendment #1 and Reinstatement of SIA -3- La Novia Widening A/alle Road Project to 2500 feet east Improvements; Widening to secondary standards. Fair share: 15% Signalization San Juan Creek at Valle Road Project Improvements: Signals and intersection improvements. Fair share: 38% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^' Certificate of Occupancy, the applicant shall design and construct the off-site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. Fair Share: 94% 1.3 Construction of Avenida CaliforniaA/ista Marina. Prior to issuance of the one hundred fifty-first (151st) Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California and Vista Marina Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^' Residential Building Permit any section of Avenida California Street and Vista Marina leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction. Prior to the completion of Avenida CaliforniaA/ista Marina, or the issuance of the 151^' Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed -4- Amendment #1 and Reinstatement of SIA from any agency to accommodate said improvements listed below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane. Fair Share: 8.4% Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen Valle Road to a two-lane divided roadway including traffic signal and power pole relocations, necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 38% Valle Road from 1-5 to Forester Ranch Road: Improvements: Widen Valle Road to commuter standards, including necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 72% La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Construct the La Novia Avenue approach, Valle Road approaches, and the 1-5 NB Ramps as part of a circular one-lane with shoulders round-a-bout pursuant to the approved improvement plans. Fair Share: 37% 2. Security: A. Owner shall, at all times, beginning with the execution of this Amendment, guarantee Owner'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: (i) A Faithful Performance Bond to ensure faithful performance of this Amendment in regard to the Works of Improvements to be installed by Owner in the amount of 100% of the -5- Amendment #1 and Reinstatement of SIA Tr 15609 estimated cost of construction of such Works of Improvements (110% for water related improvements to be installed by Owner) as shown in Exhibit "A" attached hereto; and, (ii) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the Works of Improvements required to be constructed or installed pursuant to this Amendment in the additional amount of 100% of the estimated cost of construction of the Works of improvements to be installed by Owner (110% for the remaining water related improvements to be installed by Owner) as shown in Exhibit "A" attached hereto; and, (iii) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and in addition to the security instruments referenced in Article 2(A), Owner shall provide to City the following Security Instruments; (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Owner shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Owner shall provide a Landscape and Irrigation Warranty Bond warranting the landscape and irrigation Works of Improvement for a period of one (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and -6- Amendment #1 and Reinstatement of SIA Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA"). All Security Instruments required by this Amendment, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, 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 Owner's written request following acceptance by City of the Works of Improvement and Owner's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Owner's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Owner has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Owner's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 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 surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (ii) Payments under the Security Instruments shall be required to be made (and, with respect to bonds, litigation shall be Amendment #1 and Reinstatement of SIA Tr15609 -7- required to be instituted and maintained) in the County of Orange, State of California; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Owner's completing the Works of Improvement, in accordance with Article 3 herein; (iv) The Security Instruments shall reference Owner'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. 3. Time of Completion; All of the Works of Improvement shall be completed no later than January 16, 2017. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Owner. Owner shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Article 19. In the event that Owner fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Owner, or his surety as herein provided. The City may require Owner, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of Article 3 herein. Owner's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Owner, including, to the extent applicable, adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice from Owner or its contractor detailing the grounds for Owner's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof). Owner shall -8- Amendment #1 and Reinstatement of SIA Tr15609 cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Owner's failure to timely perform its obligations hereunder. Owner recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11- 66499.20-3/4. In this regard. Owner agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in Article 3 or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Owner after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Amendment shall be effective on the date that the Amendment is recorded by the County of Orange in the Official Records. 5. Utilitv Deposits - Statement: Prior to the commencement of any work to be performed under this Amendment within an area delineated on a Final Map, the Owner must file a written statement with the City Clerk and City Engineer, signed by the Owner, to the effect that Owner has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Owner shall, at Owner's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. 7. Definitions and Ownership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street -9- Amendment #1 and Reinstatement of SIA Tr 15609 lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Owner subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Amendment shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Owner: Notwithstanding, the fact that Owner's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Owner of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplements and revisions prepared by Owner or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Owner warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing. Owner shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Owner shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications: The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Owner shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Owner shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of Amendment #1 and Reinstatement of SIA Tr15609 -10- information necessary to carry out the full intent and meaning of the plans and specifications, Owner or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Owner: Owner shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Owner. In the event the Owner is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Owner shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City: Owner shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Owner shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Owner or the contractor of any obligations to fulfill this Amendment as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the -11- Amendment #1 and Reinstatement of SIA Tr15609 overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this shall be repaired or replaced, by the Owner, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Amendment by Owner and Owner's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Amendment and without notification to any of the sureties referenced in Article 2 of this Amendment, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Amendment and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Amendment that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Owner or Owner's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Owner or its contractor shall be binding on City unless approved in writing by the City Engineer. -12- Amendment #1 and Reinstatement of SIA 15. No Warranty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Owner or its consultants or contractors, and City makes no representation or warranty, expressed or implied, to Owner or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance, Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Owner or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Owner 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this Agreement, Owner (if performing work itself) or Owner'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 Owner or its contractors, as primary insureds, and of the City, its officers, elected and appointed officers, agents, and employees, as additional insureds, and shall 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 Owner hereby releases and agrees to defend (with legal counsel selected by Owner 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 whensoever the same may appear, resulting directly or indirectly from the -13- Amendment #1 and Reinstatement of SIA Tr15609 performance or nonperformance of any or all work to be done in and upon the subject property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Owner, the Owner's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liability of Owner; The Owner agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Owner at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Owner's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Owner's Expenses: The Owner shall pay these additional expenses: a. The Owner shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Owner shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Owner be entitled to additional inspections or final inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. Amendment #1 and Reinstatement of SIA -14- Owner shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in Article 3. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Owner agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Owner's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactorv Completion: Upon the satisfactory completion of the Works of Improvement by the Owner, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one (1) year after City Council acceptance of the improvement work performed under this Amendment, any of the improvements or work done under this Amendment fails to fulfill any of the requirements of this Amendment, or the specifications referred to herein. Owner shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Owner fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Owner can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Owner shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warrantv: Without limiting the foregoing. Owner warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all -15- Amendment #1 and Reinstatement of SIA Tr 15609 required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) months after completion and written acceptance thereof by the Director of Public Works and Utilities Department and by the HOA. Only the warranty security for the landscape improvement shall be posted with the HOA. All other security instruments shall be submitted to the City in accordance with Article 2. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default; 24.1 Remedies Not Exclusive: In any case where this Amendment provides a specific remedy to City for a default by Owner hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Owner's default hereunder, in the event Owner shall fail to timely perform any work required to be performed under this Amendment and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Owner shall fail to diligently pursue the cure of any such default to completion. City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Owner and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Owner's performance of its obligations under this Amendment or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. Amendment #1 and Reinstatement of SIA Tr15609 -16- 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Owner shall file in the Official Records a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Owner shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This Amendment shall not be assignable by Owner without written consent of City. Amendment #1 and Reinstatement of SIA Tr15609 -17- IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 20 , 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. OWNER CITY OF SAN JUAN CAPISTRANO LV PACIFIC POINT LLC, A Delaware Limited Liability Company Derek Reeve, Mayor Jonas Stiklorius Name: Authorized Signatory Its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit A Amendment #1 and Reinstatement of SIA Tr15609 -18- OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the day of -f^pP< C-'w^ the year 2015 before me, the undersigned^ a Notary Public in and for said State, personally appeared Jg/iy?? <3-f7<t:rAVIfe:<Spersonallv 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. Notary Public LISA A. PHELAN Notary Public, State of New York Qualified in New York County RegNo. 01PH6292618 Commission Expires November 4,2017 (Notarial Seal) Amendment #1 and Reinstatement of SIA Tr 15609 -19- Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF SUBDIVISION IMPROVEMENTS Final Tract Map 15609 I hereby certify that the following improvements in Pacifica San Juan Final Tract Map ("FTM") 15609 have been completed, to wit: Schedule of Improvements Total Amount Percent Complete Remaining Amount or Bond Amount Street Improvements $319,287 0% $451,554 Water Improvements - Water $114,291 47% $60,665 - Water (Calita/Camino Las Ramblas) $415,030 100% $0 Sewer improvements $378,797 94% $24,293 Drainage Improvements $343,468 87% $46,050 Landscape and Irrigation $678,850 50% $339,425 Monumentation $15,500 0% $15,500 Off-site Public Improvements (1) NA (1) Total Works of Improvement $2,265,222 59% $937,487 (1) With Improvement and Reimbursement Agreement Street improvements The Performance Bond is for the amount Four Hundred Fifty One Thousand Five Hundred Fifty Four Dollars _($ 451,554 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount Four Hundred Fifty One Thousand Five Hundred Fifty Four Dollars ($ 451,554). (100 % of Column 4) Water Improvements The Performance Bond is for the amount Sixty Thousand Six Hundred Sixty Five Dollars j$ 60.665 )• (100 % of Column 4) The Laborers and Materialmens Bond is for the amount Sixty Thousand Six Hundred Sixty Five Dollars {$ 60,665 ). (100 % of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 15609 1 of3 Exhibit A Water (Calita/Camino Las Ramblas) The Performance Bond is for the amount of Zero Dollars ($ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount Zero Dollars ($ 0). (100 % of Column 4) Sewer Improvements The Performance Bond is for the amount Twenty Four Thousand Two Hundred Ninety Three Dollars {$ 24,293 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount Twenty Four Thousand Two Hundred Ninety Three Dollars ($ 24,293 ). (100 % of Column 4) Drainage Improvements The Performance Bond is for the amount Forty Six Thousand Fifty Dollars _($ 46,050 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount Forty Six Thousand Fifty Dollars _($ 46,050 ). (100 % of Column 4) Landscape and Irrigation The Performance Bond is for the amount Three Hundred Thirty Nine Thousand Four Hundred Twenty Five Dollars ($ 339,425 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount Three Hundred Thirty Nine Thousand Four Hundred Twenty Five Dollars _($ 339,425 ). (100 % of Column 4) Monumentation The Performance Bond is for the amount Fifteen Thousand Five Hundred Dollars ($ 15,500 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount Fifteen Thousand Five Hundred Dollars _($ 15,500 ). (100 % of Column 4) Off-site Public Improvements The Performance Bond is for the amount of Zero Dollars ($ 0). (100% of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 15609 2 of 3 Exhibit A The Laborers and Materialmens Bond is for the amount Zero Dollars {$ 0). (100 % of Column 4) SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the remainder of the in-tract FTM 15609 improvements, agreed to be performed by the OvvimjggSubdivider to be Nine Hundred Thirty Seven Thp^llfti^^lajidred Eighty Seven Dollars ($937,487) DATED: ACCEPTED BY CITY ^A Doug Staley (RCE NO. 38796^ President Hunsaker & Associates Irvine, Inc. 3 Hughs Irvine, CA 92618 DATED: Steve Kooyman, P.E. Assistant Public Works Director Subdivision Improvements Agreement Pacifica San Juan, FTM 15609 3 of 3 Exhibit A SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000317 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc., 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 \A/ork, more particularly described as follows: Street subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Four Hundred Fifty-Cne Thousand Five Hundred Fifty-Four and 00/100 Dollars, ($451,554) 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. NCW, THEREFCRE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said Improvement obligations ' .thin the fully executed and recorded subdivision improvement agreement, then the r jllgation shall be null and void; otherwise it shall remain in full force and effect. Page 1 of 3 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 anyway 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 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 •'onas StikIoriu,s Its: SURETY: Christopher L. Dobbs-Attorney-in-Fact (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY ironshore indemnity inc. m- 20000317 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; Chris Dobbs, Jalene Brown, and Tracy L. Carlile its true and lawful Attorney(s)-ln-Factto 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"" 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. A ' SEAL 1610 OanfelL. SussrflSn Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBGEB NOTAJjY PUBIIC-STATE OF NEW yIIRK C\ /2 No. 01BE6222764 Vf^^^ fSj^y^A^ , Jud^erger ' Q Qu itlflod m Now York Count i My C0inmH*lon IXpltVI June Ol. 2014 Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HERf ;' 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 ? id the resolutions as set forth are now in force. Signed and Sealed at this 24ih Day of March , 20 15 "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000317 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. , 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: Street subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609 NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Four Hundred Fifty Cne thousand Five Hundred and Fifty Four and 00/100 Dollars, ($451,554.00) 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. NCW, THEREFCRE, the condition of this obligation is such 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 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 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 terms 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 WHERECF, 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 (NCTARIZATICN AND SEAL) By: PAMI LLC, its Managing Member lulias ^ aklorius AiriiL.rized Sienatorv Its: SURETY: (NCTARIZATICN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000317 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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,SO0,0OO 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 Daniel L. Sussman to me known, who beinr jiy sworn, did depose and say that he is the Director of Ironshore Indemnity, Inc., the corporation described In and which executed the above in: ment; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. JUDY DEROEB NOTAf Y PUBtlC-STATE OF NEW Y< NO. 01BEd222764 QUI illflod In Now Yolk Couni >RK My CommlMion fxpbsi June 01, 2014 gerger Notary Public CERTIFICATE I, the undersigned, Secretary of IRONSHORE INDEMNITY INC., a Mi- esota Compar 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 ncz be i revoked and the resolutions as set forth are now in force. Signed andSealedatthis 24ih Day of March ,20 15 Secretarv "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 -.ontainlng any materially false information, or conceals for the purpose of misleading information concerning any fact material thereto, commits a fraudulent nsurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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: mowHOitE mttiuHfVf inc fWANOALSTATIMEHT SUIMUIty AsfrfDKHnb4r31.2aU Aisrrs Bondi ^rHMTBdstodu Common ttodu Mortcact team on raal aslau: Flrsi Nam Mortiace loan* on rMl amu: OthM than lirvt Uani Hopmrtin occupied bftbtcomptttti PropottiM haM for tha production of Income l*rop*ni«t batd for uU Cath. caih •qidwotenb and thort-tarm InvKtmanti Contract boam Darivathrtl Other kwcftod asiau ftaoHvatOar tor ucurttki Sacurttm ItndInf rttnvHted eotUtaral auaU AtratAte wrtta-tns for Invaited auats Subtotals, caih and InvMtid kuats TMff ptkRts leu $-. Chaff ad off Invextmanl trtcomt due and acaued UncsttactM prtfnlunti and Mants baJancaslnthacouruof ealltaloA Defarrad pramlumi. af ants' baUrwoi and Instalments bookad but dtftrred and iMtvatdua AoTuad rvtroipoedvt prumlwmi Amounts reeovarabfe from rainiuren Funds haW br or drposltMt laHh rdrtsurM comparUet Ottwr amounts reottvaWt undar rakiiurenca oontracti Amounts recarvabhc relatinc to unlnsurtd plans Currant fadcral and foralf n mcome tu raoiverabla and Intaract Iharaon Net dehrmrd tax assat Guaranty funds ratalvibta or an dapostt Furalturo and equlpnienl. ttsdudiiif hMbh c«r« dtlivtrY asieti Nat adjustmant in assats and UabHittes dw« to fotalf n nchanc* ratas ftetalvaUat from parant, subsldlarlas and afWUtas tiMltbcara and oihar amounts racafratile Affragata wrtto^ns for ottwr than bwaslad aisats Total assets exduding SafwrxU Accounts, SefrefklKl Accounts and Protectad Ot» Accounts From Separata Acorunts. S«tr«f Had Accounts and Protected CM Accounts t<U»l,7I0 0 2«.NO,90S 0 0 0 0 0 0 0 0 3S4.1U 49,232.d?0 C 0 M.M7,&2S 0 0 0 0 «,fiOS,SSS 0 6J93,2W 0 270,d263«S liAttmB losses Aalmurance payable on paid losses and hMSo Urtt adiustmtnt cipenses CommiMiom payablt, contin|cnt commissions and ottwr sbnltar charf« CHher expanses (axdudhf taxes, bctnses and fm) Taxes, fccenws and fees (axdudlnf fadarat artd fortlfn Inoorna taxes) Currant federal and foreign tncom* taxes Net deterred tax iabAlty LIneamcd premiums Advance premium Ceded telnsuranca premiums payable (nat of ceding commltslow) Fussds held by company under reJusurance tresttes Amounts withheld or rateinad by company for accourtt of others Remittances and hems not allocated Provtlion for relmurance Met ad)uctn)ants In atsets end Bablthies due to foreign CKchange rates Orafts outstandlstg PayaUa to parent. subddiatSas and affUlatn D 7,I»2.I»5 7254J19 23554174 1.523.705 6337;SS6 0 2S3«,120 Payable for sftcudtias Payablff for sacudties iendlSM UablllTv for amounts h#M undar unlnsurad pUrix A«f reg ate wrtle^ns torUbHlttas Total illbiUties cxdudfng protected ted liebltitics Protected caN liiblUticf Total IfabUtties POUCVHOIOERTS SllRPtllS l.*S3,15« t493«3U U3,S3e36S 120540,117 ts tor iperSal surplus funds 27P,42VM, Common capital ftocA Piefarred capital stock Agxretaie wrHa-im fvi w than ipedkl surplus Surplus Notes Gross paid In and c ; jttd surplus Unasxtgnadfurvo:' -, us) Surplus as rejtarr .jirwhcsWan (1S39S3S4) 120>I0.117 aRTlFICATt I certify that tM above financial ttatenwms to the best ot rny krrowltdge era a true and tauntm lefiactlort of the firwncial cnodttiofl of the Compeity as of Pecembar 31.2013. AdcStkmally, I certtfy that the above flfwtclal statements are tn agreemtm wtth the Statutory nrundal SUtementi (bed wtth theMllfitliaiaJl'piremew of IrvsuraTMaosof Jpa same J)*un — ALYSSATURKOVnZ .Mary Public State Of New Hbffc NO.01TU6044514 Qualffied te Westchester Ootsdy rimtaniaaion Expirea duly 10.2016 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 ackjiowledged 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 instmment. LISA A. PHELAN Notary Pub:,c, Stale oi Nt-v\k Qualified .ti Net^• 't'o-K Crajnty Reg No. 01PH62926ia Commission Expires November 4, 2017 Signature and Office of individual taking acknowledgment SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000320 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Water subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Sixty Thousand Six Hundred Sixty Five and 00/100 Dollars, ($60,665) 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. NCW, THEREFCRE, 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 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 WHERECF, 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 By: Jonas Stiklonus Ant'norized Signatory Its: SURETY: Ironshore ipd^mnity Inc. (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000320 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"'' 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BERCEB NOTAJ Y PUBIIC-STATE OF NEW Y( >RK NO. 01BE6222764 Qu illflod In Now Yofk Count i My CommlMlon lxpii«i June oi, 2014 Jud^erger ' ^ Notary Public 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 i full force and effect and has not been revoked and the resolutions as set forth are now in force. Signed and Sealed at this 24ih Day of March _, 20 15 "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000320 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and ironshore Indemnity Inc. . 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: Water subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Sixty Thousand Six Hundred Sixty Five and 00/100 Dollars, ($60,665.00) 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. NCW, THEREFCRE, the condition of this obligation is such 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 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 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 terms 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 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 By: -<y>fe;s=r- . tonas Stiklorius Auihuiized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000320 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; Chris Dobbs, Jalene Brown, and Tracy L. Cariiie 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY DERGER NOTAI Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 Qu illflod In Now Yotk Counf i My Commtttton ixplist June oi, 2014 Jud^iji/erger '-^A4 . Notary Public li CERTIFICATE I, 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 24th Day of March , 20 15 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 conceals 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." 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 Ironshore 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 corporation 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: ROttSHOUE IKKMNmr INC nHMKUl STATEMENT «JMM«t ivmuTtes Enrfraid stocks Cofoinon stocks Moctiaia loans on root osutt: Rnt Hons UengH" kunt ON rool ostalo; Olllor than first Uani Profwtlas occupM Ity Iho comfisns kropoftios hatd foe ttio production of Incomt Propoitln hold for solo Cadi, cash apulvalaiits and Ihorl-tafin Invastmaots Contract loam Dadvadvos Other inyastad aicra Hacohratdos for socurttlas kocurttios londinf rtinvostod colUtarat ouots AOroffkto writo-lna for Inuoltod tudts SuOlouli. caih Mid invostod otsati TIttt ptonu lots 1.. Chaipad off Invostinant Incoait duo and aceruad Uncoaactodpcamlumiandafiattls balancmin tha coursaof cofiacfion Dalortod promlumv aponts' balancot and Instadmants bookad but dafafiod and iMlvtldua Acxsiiod rttsdipactlva promkims Aioounts racovasauc from rokiurtrs hinds hold Pv or doposltod ottti rolnsurad wmpanJoi Othos omounu rocohrafela undor rokiuiraiKa contracts Amounts racotvatdo rolatinc to unlnsurad plans Curmnl fadacaj and foroifin ineomo m recovarablr and Intarast thorton NmdafoTTadtaxassot Guaranty fudds racafvabla or on dopoiit Fumttur* and aoldpfntnl. Indinfing hoaltti cara dtHvtry assets lUt adiustmani in ossots and Ualdlltlas duo to forolfn osd<ao(o ratal fiocolvoldoi horn ptroot. uipsldlarlos and aftUlalai ttaalthcSfaandolliBramounts racalvabia Auraialt arfttoUns for othar than Invoctad axiats Total assats aadudtnfi kaparata AaounIA kaf rotalad Accoonts and Pratactod Cti Accounts horn kogarato Accounts, kotrofltod Accounts and Proloctod Coi Accounts 2t.9W.Wfi 0 0 0 0 0 0 0 0 0 0 17t.WM5> 0 9H.11S «,J32.»70 0 »J>07.I125 0 0 0 0 a.cos,fiE> D 0 0 6J93JM 0 «J29,lfi« 270.i2tJ<S nc* ptvaldo on paid losias and loss •< Commisiiont payablo. contkliont ecu iitndotlMfdnllarciianoi OthOf osponios tixdudinfi tiXM. HCMiiot Mid loosi Tacoi, MosfiMS Mid fios (osehjdkifi fodorsi and toralfln Incema taxas) Cusront ftdaral and foro%ii kicoraa tasos NndoforrodtasHaUHly Unaamad pramhiml Advanca pratnlum Coded ralntunuica proffllumt payalda (iiat ol cadlr« o funds hald by company undor rMnsuranca trattlas 42.>S9,9M 0 7Jt«Jj055 7253)19 2JS53r74 l.«23,705 «.4375Sfi 0 25,5««.U0 U.M7.S94 0 d or rotakiod by cbmpany lor account of odion fiamlttoncas and lltmi not allocatod Prolldon fioc robKutanco Not adfostmants M aisati and itWHUas dua In fi Drnltsoutstandlnfi Payabli to parant. ubddlailos and anUatct Payablafoesacurltias Payablt for locutltiti londlw Uobllltyfoia rodploni AfigrapoM anItadnstorfiablllCot TotalHsbUltlas axdinUni prolacttd coi HaUHIloc Protcctod cai UabiUtlot Total UaMWas fOUCYMOlDEIiyS Jl; APtUS AfiirataM wnloUra for tpacSal nnptus funds i.4a3,ist 149.SMJM t49,t>CJC« U<1540,1I7 Common capital ItocA Pratprrod caplul stock Aarstata WTttodu for othar tlian cpacial surplllt Surplus Notts Gross paid In and contributod wrpho Unassltnod funds (inrplusl surplus as raunk policvtipic (>fiJ9BS54l 120540,117 CtlttlflCATt I cartify that tha itiopa Ananclal itatements to tha best of my knouriadf a are a trot and actsirute mflacllon of OM financial condition of DM Comtioiiy as of Dacambar 31.1013. AddltlpnaUv. I certify that tfia aboue financial ititomants sea In afiaamant udlh tha Statutory Hnandal Stittmants IHad uritn OiafifiiiinepEi BbpiiiMiiiii of lruuranee>i ofpo lama data. al Glaaion CfOVPiTraasuras and swecn to ma this i b My,p«pmlssio<ia»itac_ UjHilCH ALVr-SATURNOVrrZ Notaiy P jialic State of NewYtjfk «>.01TU6044514 QuaRf 3d in Westchester Oourty Canvfiission Expirea July ia 2018 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. r Signature and Office of individual taking acknowledgment SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000319 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Sanitary Sewer subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609. 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 Twenty Four Thousand Two Hundred Ninety Three and 00/100 Dollars, ($24,293) 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 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 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 Its: Authorized Siunat SURETY: IronshoreJiTtJemnity Inc. (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000319 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he Is the Director of Ironshore 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. JUDY BEBgEB NOTAliY PUBLIC-STATE OF NEW YORK NO. 01BE6222764 Quqilflod In Now Yofk County My CommlMlon ixplioi June 01, 2014 Jud(;/erger ^ J Notary Public CERTIFICATE I, 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 24ih Day of March , 20 i5 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 conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000319 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Sanitary Sewer subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Twenty Four Thousand Two Hundred Ninety Three and 00/100 Dollars, ($24,293.00) 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. NCW, THEREFCRE, the condition of this obligation is such 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 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 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 terms 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 Principai 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 By: Its: .io-iiiS Stiklorius Authorized Signatory SURETY: Ironshore Indemnity Inc. (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore indemnity inc. ill- 20000319 KNOW ALL MEN BY THESE PRESENTS, that IRONSHORE INDEMNITY INC., a Minnesota Corporation, with its principai office in New York, NY does hereby constitute and appoint: Chris Dobbs, Jalene Brown, and Tracy L Carliie its true and lawful Attorney(s)-in-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"" 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. ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEftgEB NOTAfY PUBLIC-STATE OF NEW YORK NO. 01BE6222764 Qu illflftd In Now York Count r My Commtiilon ixobvi June oi, 2014 Ju4>Berger Notary Public CERTiriCATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO h ..REBY 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 evoked and the resolutions as set forth are now in force. Signed and Sealed at this 24ih Day of March 20 i5 SEAL • 1B19 -4i,^,^(- Paul S. Gidfdano 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 conceals 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." 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 Ironshore 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 corporation 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: nOHSHODE INOEMNITT INC nNWKUlfiTATEMENT StMMUr luulDmmtmKaa fo vfBf I mi xtodu Common ttocU MortKKc low on ml MUit: First Nmt MorttH" temni on r»«l Mt«t«: Other then hrst item foopHtln occiqthKl hv the comptoy Properttei h*M for th* producticMi of Income Cetfit mts and ihon-t*rrn Invvstments Contract loam ItorfvitivM Other knwsted uicts lUcHvobtM for securttfot SKurittes Undini relnvKted coltateral auoti Acfrefate wrrlte^ni for invested assets SubtatafaL caih and invested usets TWe ptantl ku Charf ad off Investment tncomt due ant) accrued Unctrftected premiums and af mu balances in the course of collection Defert dinstat d but deftrred and not yet due hcoutd ratrospecttve premiums Amounts recoverable from reimurers funds heM by or deposited whh reinsured compaiOei Other amounts receivabie under reinsurance contracti (to uninsured plans Cumani federal and foreifn inconve tax recoverable and Inttfest thereon Itet deferred tax asset Guaranty funds receivaWe or on deposit Furniture and equipmcnl, Indudtnf health care dtlfvery aisets Met adKmtnwit in "nd UabiHties due to forclcn exchai^e rates IteeotvaMes from parent. tubthUartei aiul atfUlates Kealth care and other emounti receivable Acirtgat* wrtte-im for other than Invcctcd assets Total assets exdudlnl Separata Accounts. Sef retated Accounts and Protected Ced Accounts 14U»1,720 0 2e,MX>.9M 0 0 0 0 0 0 0 0 49,232.370 0 0 30,507,825 0 0 a.fios.ftw 0 0 270,4263«S L Secret>t*d Accounts and Protected Cai Accounts 270,426.385 inc* payabl* on paid tosm and Ion a Lou adjustment expenses Commiuiofw payable, contlRient comtnlssleni and other sbnlhar char{« Other eqMfuei (exdudln« taxes. Ikonwi and hml Taxes. Rcensei and fees (exchtdinf federal end fortiin inootne taxes) Current federal and for«%n tncome taxes Nat deferred tax hibHIty Unearned premlurns Advarsce premium Ceded relrrsuranc* pre e Inet of cecHnc comminioni) Funds held try company undf feinsurance trestlet Amounts wKhheid or retained by company for account of others ftemlttances and hems not allocated Provilior) ftar reknurarKo Net adjustments In assets and Btbitttles due to foreiBn «xchar«c rates Drafts outstandlnf Payabli to parent, lubddiertes and affUlatH Dertvettvet 424S3.M8 0 7A8tOSS 7254)19 2,2554)74 1.823.705 6,437415* 0 25,988.120 44,B874»4 0 iAd4T4A8 6,902.949 PeyaWe fm securities Peyeblefortccurltltik UabUltv for amounts heM wsder uninsured plans A«$ref aU write-ins for LaMUtles TotalUlblfltiei exdudlni protected aril Habltltics Protected cell liabilities Total BabUnies PQUCVMOlOE RyS SU RPLOS Auretata wnte-tm for spadsl turptui funds 1.483, IS* 149.BS6.2&* 149,8S«,268 120540,117 Common capital itoMi Praferred capital stoc* Adf retate wrtte-iru for other than special turpiui Surplus Notes <jross paid Irt and contributed Unaislined funds ftwrpius) Surpka as ratardt pobcvholders <16J98.554) 120,540,117 CEftTlPICATt I certtfy that the above financial statements to the trest of my ixiowlcdce ere a true end accurate raflectioR of the flrianclsl condttlon of the Company as of December 31,2C13, Add] tloriallv, I certify that the above flrianclal statements lee in HmmtM with the Statutory Rnandal SUttments Aed with ThehVnflMea^kpatwwn of Insuraecwes of ne same data, I Gleason Cro, VP 8, Treasurer and swrom (c me this j j)tiatsfm. ^— vT J ALVSSATUFMOVnZ Notary Public State of New YbMt No. 0tTU6044514 Quaimed in Westchester Counly Consniseion Expiree July ia 2018 STATE OF NEW YORK COUNTY OF NEW YORK ) ) ss. ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 instmment. ^ Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary Public, State ot New Y'ork Qualified in New Vorh Coiintv Reg No. 01PH62026t8 ' Commission Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000318 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Storm Drain subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609. NCW, THEREFCRE, we, the Principal and Surety are held fir ily bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the pe al sum of Fortv Six Thousand FIftv and 00/100 Dollars, ($46,050) lawful money of the United States, for the payment c which sum well and truly to be made, we bind ourselves, our heirs, succc sors, executors and administrators, jointly and severally, firmly by these presents. NCW, THEREFCRE, the condition of this obligati- .^ is such that, if Principal shall promptly and faithfully perform said improvement ob' nations within the fully executed and recorded subdivision improvement agreement, ' ,en the obligation shall be null and void; otherwise it shall remain in full force and effec. Page 1 of 3 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 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 (NCTARIZATICN AND SEAL) By: PAMI LLC, Its Managing Member Its: SURETY: (NOT • RIZATICN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000318 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" day of April, 2013 as follows: Resolved, that the DIrertor 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. ' BEAL " ia)fl , *wfi- -DarTleTL. Sus; Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEROEB NOTAt Y PUBLIC-STATE OF NEW YORK NO. 01BE6222764 Qu itlflod In N»w Yotic Count f My Commliilon IkrUm June Ol, 2014 ^F Notary Public CERTIFICATE I, 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 24ih Day of March , 20 is Paul S. Giilfdano Secretary VARNING: Any person who knowingly and with intent to defraud any insurance company or other person, files and application for insurance or statement of claim ntaining any materially false information, or conceals for the purpose of misleading information concerning any fact material thereto, commits a fraudulent lUrance act, which is a crime and subjects such person to criminal and civil penalties." -*w<- SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000318 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Storm Drain subdivision Improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609 NOW, THEREFORE, we, the Principal and Surety are held firmly hound unto the City of San Juan Capistrano, (hereafter called "Obligee") In the penal sum of Fortv Six Thousand and Fifty and 00/100 Dollars, ($46,050.00) lawful money of the United States, for the payment of which sum well and truly to he made, we bind ourselves, our heirs, successors, executors and administrators, jointly and sever ely, firmly by these presents. NOW, THEREFORE, the condition of this obligation Is uch that If the above hound Principal, his or Its heirs, executors, administrators, sue jssors or assigns, shall In all things stand to and abide by and well and truly keep 2" j perform the covenants, conditions and provisions per City Council Resolution Nr 3. 92-6-16-04 and 03-09-16- 06, on his or their part, to he kept and performed at the jme and In the manner therein specified, and In all respects according to their tru. 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 Suhdr slon Agreement, then this obligation shall become null and void; otherwise It shall he md remain In full force and effect. Page 1 of 3 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 obligati on, all to De 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 terms 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 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 •Jonas StMoiius Authorized Signatory Its: SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000318 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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. ACKNOWLEDGEMENT On this 7 Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBOER NOTAf Y PUBLIC-STATE OF NEW YORK NO. 01BE6222764 QU illflod Ifl Now York Count i My CommlMlon ixplioi June 01, 2014 Notar Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HE' ;BY 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 revoke . and the resolutions as set forth are now In force. Signed and Sealed at this 24ih Day of March ,20 15 •#^%Yr SEAL ' IBIS •*WA-Secretary YARNING; Any person who knowingly and with intent to defraud any insurance company or other person, files and application for insurance or statement of claim mtalning any materially faise information, or conceals for the purpose of misleading information concerning any fact material thereto, commits a fraudulent surance act, which is a crime and subjects such person to criminal and civil penalties." Acknowledgement ef 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 Ironshore 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 corporation 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: nK>«SMORIWMMHn> »wc fWAHCMl STATtMEKT SUMMARY AxafD«cwnb«r31,2au fo»f#fr«d stotki Common stodu MortlMt kwiM on rifll osutr. Tim Utm MortfMB on real Mnte: Othaf than Ant U fooftwtkt oaupkd by ttte WBMoy Propmles h*kl for tho production of (ncom* ProptnkilMklforsal* Ca A. cuh •qutvoknts UKI Aon-tmn lnv«ftn<« ConcTMltoaRi C>th«« invested uuU ftecHvabWi tor uKurtttes Socurtttn kfwlhni ralnvMttd collatarat auots Acir»fjte wrtte-tru for inverted eltetj Swbtotalx. aA and InvMttd atteti IWa ptanttteu 5,. Chorf ed off (nverUnenl tecomt dut and acmwd UncoHoctod promlunii and tianti baJancet In the court* efcollBctlon Oetertod prmlumt, asenti' batencM and InftiHment* boolud iMit dttened and IMtyttdM Amotd f ttroveettv* promhimi Ameuntl rocoverabte from rekiiuren Fvnd» herd by Of ctepcHited with rtlnwr«l companies Other amounts reeetvabte under relnturanc* amtrectt Amcimt* recelvabir relatinf to uninsured ptaru Current federal and foreifn Income tax recoverable and Jrtterett thereon Net defmrred tax anet Guaranty tend* receteabU of on depostt FumtTure and aquipfficni, Indudinf Imahh care diHvery atsetl Met adhittnient in anets and UebWttei due to fori^n exchanf e rates Receivables from parent. lUbtldiarhn and eflUlatei fitatth care and other amounts recafvaMc Afgref alt «*rtte4r» for ©tt>er than Invested assets Total asseu exdwdlnf Separata Accounts, £• Awoimts ind Protected Cti 14U»X.720 0 0 0 0 0 0 6.510428 0 0 0 0 174403,454 0 954,119 49,132470 0 30407,825 0 0 0 0 4,6129,666 0 0 0 6493489 0 4429,160 270,426485 mo and Protected CM Accounts 170426486 tosses Relmuranc* peyabia on p»ld losses and lots » Lost adjustment eipeniet Coffl I. eoottnini comn ti and other timliar charges Other espenses tesdudlnf taxes. Hceoies and feeil Taxes. Kcwties and fbe* (excluding ftdaral atrd foreign Income taxM) Current faderat and foreign Income taxes Net deferred tax HabHily Unearned premiumi Advatsce premium Ceded reinsurance premkimt payable (net o( cetHng cow Funds held by csMnpanV UKkf telnsuranca treaties 42453.988 0 7482455 725419 2455474 1.823.705 64374S6 444874M 0 Amounts withheld <w ratakwd by company for acanint of others RcmtttarKes and hams not aAocsted Prowlllon forrebnurance Net adjustments In assets and bablMlas due to foreign exchange rates Orafts outstanding Payabli to parent, ubsldiafln and affUiates Oerivatfves Payable for tecuritiei PayaMf for lecuritifes iendbqi UablllTv for amouna heM utvder unlnsurad pUns AuregB^B write-ins for taUUtlei Total ttlbdltlH excluding proteaed tM haMtlties Protected eel llaUIItltl Totel Uabllitiet poucYHOioeftvs Si* Rpujs Auregate wnte-kn for siMdal lurplui funds L4a3,15« 149486468 149,686468 120440,117 Common capital stocli Preferred capital Roch Aarcgate write-ins for other than special surplut Surplus Notes Gross paid In and contrituiad surplus dfuisdstsorplui) Surpius at faurdt pobcvtioldan TOTAlS (1645845*» 120440,117 CSftriFICATt t certify tha8 itw i2iow Ibundal rtaternerns to the best of my bsowtedge are a true and acoirate raflectlon of the financial ooodttion of the Company as of December 31.2013. Addltlonatfy, I certify that the ab(H« flfuriclal statenvtm >r* In agreement with tha Statutory Hrundal SUttments fbtd with the MtemtPflMkpdnmeM of Inxuraecq^* of^ same data. •si Gleason CFO.VPATfeasurar and swom to me this »>j»»«tai<K, ra*«E__Z/ra/YS ALYSSATURNOVITZ Notary Public Stats of New Ybffc No. 01TU6044514 QuaRfled in Wsstchester Oounhf Commission Expires duly ia 2018 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 instmment. LISA A PHELAN Nola-y' State of New York QaaiiLeo It - New N'oiK County Reg No. 01PH6292618 Commission Expires November 4, 2017 Signature and Office of individual taking acknowledgment 1. SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000322 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore indemnity Inc.. 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: Landscape subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Three Hundred Thirty Nine Thousand Four Hundred Twenty Five and 00/100 Dollars, ($339,425) 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. NCW, THEREFCRE, the condition of this obligation is such that, if Principai 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 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 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 Its: Jonas Stiklorius Autiiorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000322 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariiie Its true and lawful Attorney(s)-in-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and ail 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"" 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, maybe 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 Daniel L. Sussman to me known, who I ,ng duly sworn, did depose and say that he is the Director of ironshore indemnity, inc., the corporation described in and which executed the abov nstrument; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. JUDY BEB06B NOTAJ Y PUBLIC-STATE OF NEW YORK NO. 0TBE6222764 Qu illllod in Now Yoilc Countif My CommlMlon IxpUM Jun* 01. 2014 Juckgerger Notary Public 4^ &J?..^JL^ CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITi' 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 ha' not been revoked and the resolutions as set forth are now in force. Signed and Sealed at this 24th Day of March , 20 15 "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000322 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Landscape subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15609. 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 Three Hundred Thirty Nine Thousand Four Hundred Twenty Five and 00/100 Dollars, ($339,425.00) 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, shall 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 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 terms 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 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 Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000322 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore Indemnity, Inc., the corporation described in and which executed the above instrument; that he executed said instrument on behalf of the corporation byauthority of his office under the By-laws of said corporation. JUDY BERGER NOTAI Y PUBLIC-STATE OF NEW Y< )RK NO. 01BE6222764 QUI itlRod In Now Yotk Count t My Commtiilon Ixoiivi June 01, 2014 Ju<^erger ^ Q Notary Public CERTIFICATE I, 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 24tn Day of March ,20 16 •Wr- "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, commits a fraudulent Insurance act, which Is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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: worn MORE INOCMWTV INC fWANCML STATDAENT SUMUMAIIV ittSCTS fo«r»rr*d stodu Common ttocfcs Mortiac* lowti on ml MUM: Flni Htm Mortfato hHot on ml omtt: Olhftf than fim ttans foofwrthn occupM by th« company fooptftiM Itek) for tha production of Incema Proparctaihaiclforula Cadi, cuh aquhmlaittc and thort-tarm Jmrnttmaflti Contract koant Othar kivastafl cnati Racafvabla 1 for sacMltlar SacurWaa Iwidlnc rtlnvattad colUttra] auats ACgrafatc wrtta4ru for invaitad auati Sufatotab. cadi o Ltao 'nut plants leu S Charfadolf tevntmcnt tncomt due and accrwad I balances In thacoun* of collactlen Daferrad pramlums, tftnts' balancai and InsuMmenb b< not yet dut Acxzufd ritroipactiv* pramlums Amounts racovoraWc front rakiiurert Fundi twM by or deposltad artth rtlnsured cempanlet Othar amounts recetvaW* undar rekiiunmoa cofltracti dbutdtfarradand C to uninsured ptaru Current fedaral and ferelcn tnconvc tun HMdafarrtdtuassat Guaranty funds recafwaUt or an deposit fumltur* and aquipmant, Indudin* tMalifi car* deUvtry assets Nat adjustmanl in aoati and UaMltias du* to fott^n axdianfa ratal Aacalvablat from parent, subsidiaries and aflUlatas Haaltfi care and other amounts recelvatde Attregat* wrtt*-lm for etfiar Ifian bivascad assets Total assets udiidlnd Safwett Accounts. Sagrefttad Accounts a Accounts From Separata Acxounts. Seen IS and Protected Col Acoounti 14U»1.720 D 2«,»».W6 0 0 0 0 174J0S,45* 0 »4,119 49,232470 0 30507,825 0 0 «,6a5,ue 0 0 S443589 0 4429,160 27042648S Uatas Reinsurance payable on paid tosses and loss adjustmtnt aKpanaes Loss adjustment expenses Cemmlsitoni payablt, contin|«ni corr ir ehargai Other esperucs (exdudlng taxes. HcensM and fml Taxes, Kcenm and t*uhidlng federal and foreign ineoma laxeif Current fedaral and foralgn income taxes Nat deferred tax RablNlv Lfnaamedpftmlumi Advance premium Ceded ralnturancapremluii 74S2JQ5S 725419 2455474 1,823,705 d,4374S« 0 25,988.120 ; paytM* (nat of ccdb^ commffdons) Funds held by company under ralnsuranca traattos Amounts wlthbaid or retained by company for account of others RarnKtances and hams not altocatad Provlston for reknurance Nat adjustments In asiati and RaUtiltos due to forelgA exchanc* ntM Drafts outstanding PayaUa to parent, subddiariei and amUatet Darivativei fteyaWa for aecurtttot f ayabto for lacurttits lendlt« Uabtiltv for amounts haW undar unkwirad pUns Aggregate writa-iro for LabHtties Total UlbWtiM exduding protacttd cad Kabltities ProIc<tod cell lUbllltiai Total ilabUttias POUCYHOLOE RyS Sb RPtUS AggrtfaU «Rita-tm for special lurplin funds 1483,15* 14948*4*8 14948*468 120540,117 Common capital StoeA PiVerred capital stock Aggregate writa^ns for other than spadal swplus Surplus Notts Gross paid In and contrlbutad surphn Unasslf nad funds (surpius) Surptut as retards poboholdan (1*4985541 120540.117 CERTIflCATE I certify that tha b ants to tha best of my a ar* a true and acxsrrate redaction of tha financial catMUtton of ttM Company as of Dacambar 31.2013. AddiUordlly, I ctrtlfy tfot the above financial stataments art in agraamant edth the Itatutory Hnaiwisl Sutamants fUad of Jnturascus of B* same data. amaiw of Jnturascus of »* same da' CrO. VP 8 Trtasurar and tsrom to me this / Ij^Ajj^O /it. xjilr-l^'> ALVilSATURNOVnZ flotaiy Public Stats of New Ybiti l4o. 017116044514 Quarisd in Westchester Ooutitf Commiseion BiplreB July ia 2016 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office orindividual taking acknowledgment USA A, PHELAN Notar .- Puv.iic. State ol New York Qu.alified in .Now York County Reg No. 01PH6C92613 Commission Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000321 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and ironshore indemnity Inc.. 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 particuiariy described as follows: Monument subdivision improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 15609. NCW, THEREFCRE, we, the Principai and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Fifteen Thousand Five Hundred and 00/100 Dollars, ($15,500) 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. NCW, THEREFCRE, the condition of this obligation is such that, if Principai 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 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 successfuiiy enforcing such obligation, ail to be taxed as costs and included in any judgment rendered. 2. Said Principai, 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 Principai 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 (NCTARIZATICN AND SEAL) By: PAMI LLC, its Managing Member By: Jonas btiklorius Authorized Signatory its: SURETY: ironshore Ipd-emnity inc. (NCTARIZATICN AND SEAL) Christopher L. Dobbs-Attorney-in-Fact Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Piease attach Acknowiedgement and Power of Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000321 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; Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he Is the Director of Ironshore 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. JUDY BEBGEB NOTAf Y PUBLIC-STATE OF NEW YORK NO. 01BE6222764 QutilUlocI In N4W Yofk County My Commtiilon SxRlioi June ot, 2014 Jut^erger ' ^ Notary Public CERTIFICATE I, 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 24th Day of March , 20 is 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 conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000321 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Monument subdivision Improvements within Tract 15609 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 15609. NOW, THEREFORE, we, the Principai and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Obligee") In the penal sum of Fifteen Thousand Five Hundred and 00/100 Dollars, ($15,500.00) lawful money of the United States, for the payment of which sum well and truly to he made, we hind 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 hound Principal, his or Its heirs, executors, administrators, successors or assigns, shall In ail 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 he kept and performed at the time and in the manner therein specified, and In ail 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 he and remain in full force and effect. Page 1 of 3 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 Frinclpal hereby stipulates and agrees that no change, extension of time, alteration, or modification of the terms 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 Frinclpal 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. PRINCIFAL: LV Pacific Point LLC A Delaware Limited Liability Company (NOTARIZATION AND SEAL) By: PAMI LLC, its Managing Member By: Its: Jonas Stiklorius Aulhorioed Signatory SURETY: Ironshore Indemnity Inc. (NOTARIZATION AND SEAL) Fage 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Fage 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000321 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; Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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. ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBGEP NOTAt Y PUBLIC-STATE OF NEW YORK NO. 01BE6222764 Qu illflod In N«w York Count f My CommlMlon txolioi June 01, 2014 Notary Public 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 Z'lth Day of March , 20 15 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 materiaiiy false information, or conceals 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." 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 ironshore 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 corporation 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. Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: mOtt&HOftE INOEMNTTT INC FVUNOAL STATEMENT SUMMARY A>otD«wmlMr91.20U Pnfarrmd stock* Common nocks Mortiag* k»nt on rMl oststc: Flrn Hcfil MorttH* tomi on roal araia: Olhaf than first Utm foopartiai ocxuptod bv tho coffi^ny Proptftias Iteld for tha production of Incoma Propartlas brid for salt Cath. cuh aquteatants am) thort tarm Irrvwtmant* Contract hoant Dartvattvas other knvastad axsat* Racalvabias for tacurttlat Sacuritict laifdlnx rainvattad cofUtara] auats Aaratata wrha4ns for Invattad matt Sublotats. cash and Invatttd aisats Trtit plants lau S- Ch«nad off Invastmcnl Incomt du* and accruad UncoAactad pramlums and if ants balancai in thacoure* of collactlon Dafanad pramlumi. aftnts' balancas and Ir not yal dua Acxniad rttrotpactfva prtmlumi Amounts racovarable from ritniuran Fundi h*M bv or deposhad Mth ralruurad c Othar amounti r d but dafanad and a undar rainumica controcti t rclalJnff to unlnsurtd plans Currant fadaral and foral(n tncome tax n Nat dafarrad tax asset • and Intaratl tharaott Guaranty fuiMfs racahmM* or tn dapoiit Fumltura and aquipmenl. Induding haalth cara dtliverY auats Nat adtustmanl In aisats and UaMlUat du* to fort^n axciunf a ratai AacaivaUai from parant. sutqidlariat and affUblai HHtth art and othar amount* racahrabit Acfrtfata wrtt*-int for otttaf than bwactad auats Total auats exdudlnc Separata Acxountt, Saf ragatad Accounts and P Accounts ».no,90fi 0 0 0 0 0 fi5«1428 174505,454 0 554.119 49,232470 0 0 30507,825 0 0 0 0 a,6as,s«8 0 4429,1*0 270426485 Commitsiom payablt, contteif ant oommlsskmi and ottwr tbnUar charjai Othar axpaniai {axdudtng laxai. Kcaniat and hm| Taxai. Kcantas and faai {asduding fadaral and fortlin Ineoma tamt) Currant fadaral and toraifTt bKoma taxas Nat dafanad tax liability Lf naamad pramlumi Advanca pramhim Cadtd ralnsuranca prankani payaMa (nat of cadlnf cm Funds batd by company under talnturanca traatias aid Of ratahwd by company for account ot others d ttami not sAocatad From Separata Acxountt. S«cra|iiad Accountt and Frolactad CM Accounts Provfiion for ratmuranca Nat adjustmanti In atsaU and KablHtlas chw lo fon Drafts outitandlni Payabia to parent, tubttdiarics and afTUiatas Oarfvabvat PayaMa for aacurttiat Pavablt for sacurttias lendU^ UabUlty for amounts haW undar unhtturad pUni A«|raf ata witta-ins tar tobllttlas Total Uibitltiat axdudlni protactad sab HaMtttlcs Protactad can iUUtltiai Total liabttttiat POUCYHOLDERTS 5URPUJ$ Agfrtflat* wnta-ins tor ipacial turpiuf funds 42453,888 0 7482,055 72S4X9 2455474 1.823.7flS fi.43755« 0 25488,120 44487584 ft 10ft4>4a( 1483,158 1494S64U 14948*468 120540,117 TOTAlS 27042*48* Common capital stock Praforrad capHal Ktack Acirefat* wrlta-ins for othar ttwn tpadai Mirptu* Surplut Mot** Gross paid In and contribtAtd surplus Unassltnad funds (surplut) Surpha as rnurth PDbcvtioltlan (164985541 120540417 270,42648* CERTIFICATI I certify that the abcwa financial ftatemants to tha best of my knowtadia era a true and arxorsu rafWction of th* financial condttkm of the Company as of Dacambar 31.2013. AddltlonaUy, I cartifv that tfw above flnandai sutrsmartti ar« In affratmant wdth tha SuuiLory Rnandal Sutamants Mad M«M of Jnsuraecaokof m« sama data. JGIaason CFO. VP A Trtasurar and sworn to me this n-JMHiti ALYSSATURNOVITZ fiiolary Public. State of New Ybifc NO.01TU6044514 Ouanfied in Wastehester Oounto Ccmmiasion Expbea July ia 2018 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 instmment and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instmment, the individual, or the person or entity upon behalf of which the individual acted, executed the instrument. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary Public. State ot New York Qualified ic Nevs York County Reg No, 01PH6292618 Commission Expires November 4, 2017 RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, OA 92675 AND WHEN RECORDED, MAIL TO. Maria Morris, CMC, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 8,6103 City of San Juan Capistrano This Space for Recorder's Use Only AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT {Subdivision improvement Agreement Tentative Tract Map 15687) This AMENDMENT #1 AND REINSTATEMENT TO SUBDiViSiON IMPROVEMENT AGREEMENT for Tentative Tract Map 15687 ("Amendment") is dated as of , 2015, and entered into by and between LV Pacific Point LLC, a Delaware Limited Liability Company ("Owner"), whose mailing address is 3121 Micheison Drive, Suite 200, Irvine, CA 92612 and the City of San Juan Capistrano, a Caiifornia municipal corporation ("City"). RECITALS: WHEREAS, SJD PARTNERS, LTD., a Caiifornia limited partnership ("Former Subdivider") entered into a Subdivision Improvement Agreement Tentative Tract Map 15687 with the City dated December 6, 2005, and recorded in the Official Records of Orange County, California ("Official Records") on December 29, 2005, as instrument No. 2005001036234 ("Original Agreement"), which provides for Former Subdivider to construct certain Works of improvement and perform other obligations relating to the filing of a Final Map of Tract 15687; and, WHEREAS, Owner is the successor-in-interest to Former Subdivider 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, the Owner was assigned and assumed the responsibility to perform that certain Work of Improvement thereon as hereinafter set forth and as identified within the Original Agreement for Tentative Tract Map 15687; and, -1- Amendment #1 and Reinstatement of SIA Tr 15687 Attachment 14 WHEREAS, Owner proposes to do and perform certain Works of Improvement thereon as hereinafter set forth; and, WHEREAS, Owner has requested, and City has agreed, to extend the time period for Owner to complete the Works of improvement required under the Original Agreement, as set forth herein; and, WHEREAS, Owner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds ("Bonds") with new Bonds for 100% of the remaining Works of Improvement as defined within this Amendment in the amounts shown on Exhibit "A" attached here to; and, WHEREAS, By this Amendment, City and Owner propose to restate and amend the Original Agreement in its entirety as set forth herein. Ail terms not otherwise defined or amended herein shall have the meaning ascribed In the Original Agreement. NOW THEREFORE, In consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows; AGREEMENT 1. General Requirements; Owner shall comply with ail the remaining requirements specified in the (a) "AMENDMENT TO 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)" dated November 15, 2005, and its subsequent amendment and restatement dated , 20 , (Coiiectiveiy referred to herein as the "Improvement and Reimbursement Agreement"); (b) the "WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES", dated September 2, 2003, its subsequent amendment dated March 16, 2004 (coiiectiveiy referred to herein as the "Water Facilities Agreement"); (c) the "AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196", dated May 4, 1999, and its subsequent amendment dated , 20 , (Coiiectiveiy referred to herein as the "Water Facilities to Serve Tract 14196 Agreement") and (d) the applicable Conditions of Approval set forth in City Council Resolution No. 92-6-16-04 (for Tentative Tract Map 14196) and ail applicable Conditions of Approval set forth in City Council Resolution No. 03-09-16-06 (for Tentative Tract Map 15609) and shall, at its own cost and expense, provide ail required tests, design work, equipment, materials and labor in order to complete ail of the works of Improvement (the "Works of Improvement") set forth in Exhibit "A" hereto and as defined within the approved Improvement Plans for Tract -2- Amendment #1 and Reinstatement of SIA Tr15687 15687, to the satisfaction of the City Engineer. Such Works of improvement shaii inciude, but not be limited to, the undergrounding of the overhead utilities, the placement of curb markers at ail proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement, and the construction of ail required off-site infra-structure and circulation improvements as set forth in Paragraphs 1.2 and 1.4 below to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation improvement Participation. Prior to the issuance of the first (1st) building permit, other than model homes, the applicant shaii financially contribute for the project's fair share traffic generation for the existing La Novia Avenue improvement, from Vaiie Road to 2500 feet east (15% fair share), which are Included within the improvement and Reimbursement Agreement, as well as, any improvements not included in the Capistrano Circuiation Fee Program (CCFP), as identified in the approved Environmental impact Report (EiR) traffic impact analysis. This financial participation shaii be in addition to paying CCFP fees. The applicant's financial participation shaii inciude right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining wails, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financiaiiy contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shaii be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: improvements: Construct an additional southbound right-turn lane and re-strIpe existing center lane to a left/thru lane. Fair share: 7.3% Ortega Highway & 1-5 Northbound Ramps: improvements: Construct westbound free right turn lane. Fair share: 0.8% Furthermore, prior to the issuance of the one hundred and fifty-first (151st) building permit, other than model homes, the applicant shall financiaiiy contribute for the project's fair share traffic generation on the following improvements which are included within the Improvement and Reimbursement Agreement. The final cost estimate shaii be reviewed and determined by the City Engineer: La Novia Widening A/alle Road Project to 2500 feet east Improvements: Widening to secondary standards. -3- Amendment #1 and Reinstatement of SIA Tr15687 Fair share: 15% Sipnalization San Juan Creek at Valle Road Project improvements: Signals and intersection improvements. Fair share: 38% 1.2 Off-Site Circuiation improvement Construction. Prior to the issuance of the 1^* Certificate of Occupancy, the applicant shaii design and construct the off-site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. Ail easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shaii be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. Fair Share: 94% 1.3 Construction of Avenida CaiiforniaA/ista Marina. Prior to issuance of the one hundred fifty-first (151st) Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shaii complete, to the satisfaction of the City Engineer, the construction of Avenida Caiifornia and Vista Marina Street, from the extension of Via Caiifornia, ail the way to its intersection with Vaiie Road. For any phases of development prior to issuance of the 151^* Residential Building Permit any section of Avenida Caiifornia Street and Vista Marina leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shaii be completed from Via Caiifornia to that phase, prior to issuance of the first building permit of such phase. Any deviation shaii be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation improvement Construction. Prior to the completion of Avenida CaiiforniaA/ista Marina, or the issuance of the 151®' Building Permit, whichever comes first, the applicant shaii design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. Ail easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvements listed below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or -4- Amendment #1 and Reinstatement of SIA outside regulatory agencies, shaii be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: improvements: Construct a northbound left-turn lane. Fair Share: 8.4% Valle Road from San Juan Creek Road to La Novia Avenue: improvements: Widen Vaiie Road to a two-lane divided roadway including traffic signal and power pole relocations, necessary grading, retaining wails, curb gutter and sidewalks, and slope landscaping Improvements pursuant to the approved Improvement plans. Fair Share: 38% Valle Road from 1-5 to Forester Ranch Road: improvements: Widen Vaiie Road to commuter standards, including necessary grading, retaining wails, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 72% La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Construct the La Novia Avenue approach, Vaiie Road approaches, and the 1-5 NB Ramps as part of a circular one-lane with shoulders round-a-bout pursuant to the approved improvement plans. Fair Share: 37% 2. Security: A. Owner shaii, at ail times, beginning with the execution of this Amendment, guarantee Owner'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: (1) A Faithful Performance Bond to ensure faithful performance of this Amendment in regard to the Works of improvement be installed by Owner in the amount of 100% of the estimated cost of construction of such Works of improvements (110% for the remaining water related Amendment #1 and Reinstatement of SIA -5- improvements to be instaiied by Owner) as shown in Exhibit "A" attached hereto; and, (il) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the Works of Improvements required to be constructed or instaiied pursuant to this Amendment in the additional amount of 100% of the estimated cost of construction of the Works of improvement to be instaiied by Owner(110% for the remaining water related improvements to be instaiied by Owner) as shown in Exhibit "A" attached hereto; and, (iii) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. in order to guarantee and warranty the Works of improvement and in addition to the security Instruments referenced in Article 2(A), Owner shaii provide to City the following Security instruments: (i) Prior to the City's final acceptance of the Works of improvement and recordation of a Notice of Completion, Owner shaii provide to City a Warranty Bond for Works of improvement warranting the accepted Works of improvement 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 Works of improvement shaii be equal to twenty-five percent (25%) of the estimated construction cost set forth In Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of improvement, Owner shaii provide a Landscape and irrigation Warranty Bond warranting the landscape and irrigation Works of Improvement for a period of one (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shaii be held by the development's Homeowners' Association ("HOA"). Amendment #1 and Reinstatement of SIA Tr 15687 -6- All Security instruments required by this Amendment, with the exception of the Landscape and irrigation Warranty Bond, which is submitted to the development's HOA, shaii 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 shaii release the Faithful Performance Bond upon Owner's written request following acceptance by City of the Works of improvement and Owner's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Owner's written request and following acceptance by City of the Works of improvement 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 Division Third of the Caiifornia Civil Code. If lien claims have been timely filed. City shaii hold the Labor and Materials Bond until (a) such claims have been resolved, (b) Owner has provided a statutory bond, or otherwise as required by applicable law. City Engineer shaii release the Warranty Bond for Works of improvement upon Owner's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and irrigation Warranty Bond held by the HOA will be determined by a separate agreement between the developer and the HOA. 2.1 Form of Securitv Instruments. Ail Security Instruments shaii meet the following minimum requirements and otherwise shaii 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, Cidwick, New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (ii) Payments under the Security instruments shaii be required to be made (and, with respect to bonds, litigation shaii be required to be instituted and maintained) in the County of Orange, State of Caiifornia; Amendment #1 and Reinstatement of SIA Tr15687 -7- (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Owner's completing the Works of Improvement, in accordance with Article 3 herein; (iv) The Security Instruments shaii reference Owner's obligations under this Amendment, shaii be irrevocable, and shaii include as an additional obligation secured the responsibility to compensate City for ail of the City's attorneys' fees and litigation expenses reasonably incurred enforcing its rights under the Security instruments. 3. Time of Completion: Ail of the Works of Improvement shaii be completed no later than January 16, 2017. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Owner. Owner shaii compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Article 19. in the event that Owner fails to complete the Works of improvement within said period or any approved extension, the City may complete said work and shaii be entitled to recover the full cost and expenses thereof from Owner, or his surety as herein provided. The City may require Owner, or his surety, to pay the City in advance, sufficient monies to cover the City's cost In completing construction of said Works of improvement. 3.1 Force Majeure: Notwithstanding the provisions of Article 3 herein. Owner's time for completion of the Works of Improvement shaii be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Owner, including, to the extent applicable, adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shaii not inciude any period longer than thirty (30) days prior to City's receipt of a written notice from Owner or Its contractor detailing the grounds for Owner's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof). Owner shaii cause such work to be diligently pursued to completion, and shaii not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. -8- Amendment #1 and Reinstatement of SIA Tr 15687 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Owner's failure to timely perform its obligations hereunder, Owner recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in Caiifornia Government Code Sections 66499.11- 66499.20-3/4. In this regard, Owner agrees that If none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in Article 3 or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Owner after the date City initiates such action shaii not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Amendment shall be effective on the date that the Amendment is recorded by the County of Orange in the Official Records. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed under this Amendment within an area delineated on a Final Map, the Owner must file a written statement with the City Clerk and City Engineer, signed by the Owner, to the effect that Owner has made ail deposits legally required by such public utility corporation for the connection of any and ail public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Owner shall, at Owner's expense, obtain ail necessary permits and licenses for the construction of required improvements, give ail necessary notices and pay all fees and taxes required by law. 7. Definitions and Ownership of improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Owner subject to approval by the City -9- Amendment #1 and Reinstatement of SIA Tr15687 Engineer. No work on said improvements shaii be commenced untii pians and profiles therefore have been submitted to, approved and permitted by the City Engineer. Ail required public improvements constructed or instaiied pursuant to this Amendment shaii become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Cbiigations of Cwner: Notwithstanding, the fact that Owner's pians and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shaii in no way relieve Cwner of satisfactorily performing said work or the related obligations hereunder. The construction shaii be done strictly in accordance with the pians and specifications including supplements and revisions prepared by Cwner or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Cwner warrants that Its pians and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. in addition to the foregoing, Cwner shaii satisfy ail the conditions of approval set forth on the City approved tentative map for the Property. Cwner shall also perform ail work and furnish ail materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of improvement in accordance with the pians and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. intent of Pians and Specifications: The intent of the pians and specifications referenced above is to prescribe a complete work of improvement, which Cwner shaii perform, or cause to be performed In a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Cwner shall complete a functional or operable improvement or facility, even though the pians and specifications may not specificaiiy call out all Items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the pians and specifications, Cwner or its contractor shaii immediately notify its design engineer who will seek approval of the City Engineer for furnishing Amendment #1 and Reinstatement of SIA Tr 15687 -10- of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the pians, specifications, or related documents, reference shaii be made to the City Engineer whose decision thereon shaii be final. 10. Superintendence bv Cwner: Cwner shaii give personal superintendence to the Works of improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at ail times during progress, with authority to act for Cwner. In the event the Cwner is not exercising satisfactory superintendence, the City Engineer may order suspension of ail work within the subdivision untii the deficiency is adequately corrected. 11. Repair and Replacements: Cwner shaii replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for ail survey monuments or for any and ail property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of Caiifornia, or any agency or poiiticai subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shaii be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. inspection bv City: Cwner shaii at ail times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Cwner shaii pay the cost of Inspections. City's inspector shaii have the authority to stop any and ail work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shaii not relieve Cwner or the contractor of any obligations to fuifiii this Amendment as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. No inspection or acceptance pertaining to specific parts of the Works of improvement shaii be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. -11- Amendment #1 and Reinstatement of SIA The date on which the Works of Improvement will be considered as complete shaii be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authoritv of the CItv Engineer: Ail required improvements shaii be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shaii have the right to reject any or ail of the work to be performed under this contract If such work does not conform with City Codes and Standards and the pians and specifications mentioned herein. Including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the Improvements (existing or new) that occurs during or after installation of work performed under this shaii be repaired or replaced, by the Cwner, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security, in addition to the authority granted to the City Engineer elsewhere In this Agreement, the City Engineer shall have the authority to make a final decision in regard to ail questions which may arise as to the quality and acceptability of materials furnished and work performed, and ail questions as to the satisfactory and acceptable fuifiiiment of the terms of this Amendment by Cwner and Cwner's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Amendment and without notification to any of the sureties referenced in Article 2 of this Amendment, may order extra work or may make changes by altering or deleting any portion of the Works of improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Amendment and to protect the public health, safety, and welfare, it is mutually understood that it is inherent In the nature of the work contemplated by this Amendment that some changes In the pians and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shaii notify Cwner or Cwner's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of improvement. No field changes performed or proposed by Cwner or its contractor shaii be binding on City unless approved in writing by the City Engineer. Amendment #1 and Reinstatement of SIA Tr15687 -12- 15. No Warranty bv City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Owner or Its consultants or contractors, and City makes no representation or warranty, expressed or implied, to Cwner or to any other person regarding the adequacy of the pians or specifications or related documents. 16. Liabiiity for Performance, injury or Damage: Neither the City nor any of its officers or agents shaii be liable to Cwner or its contractors for any error or omission arising out of or In connection with any work to be performed under this contract. Additionally, the City shaii not be liable to the Cwner 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this Agreement, Cwner (if performing work itself) or Cwner's contractors shaii 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 liabiiity which may arise during the work or which may result from any of the work herein required to be done, Including ail costs of defending any claim arising as result thereof. Minimum general liability insurance shaii be not less than $2,000,000 per occurrence and not less than $4,000,000 aggregate. Said policy shaii be in favor of Cwner or its contractors, as primary insureds, and of the City, its officers, elected and appointed officers, agents, and employees, as additional insureds, and shaii be maintained in full force and effect during the life of this Agreement, including extensions. Said policy shaii state by Its terms and by an endorsement that it shaii not be canceled untii the City shall have had at least ninety (90) days' notice in writing of such canceiiation. The Cwner hereby releases and agrees to defend (with legal counsel selected by Cwner and reasonably acceptable to the City), indemnify and hold the City harmless from and against any and ail injuries to and deaths of persons and Injuries to property, and ail claims, demands, costs, loss, damage and liability, howsoever the same may be caused and whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or ail work to be done in and upon Amendment #1 and Reinstatement of SIA Tr15687 -13- the subject property and the premises adjacent thereto pursuant to this Agreement, and also from any and ail 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 whensoever the same may appear, either directly or Indirectly made or suffered by the Owner, the Owner's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liabiiity of Owner; The Owner agrees that the use for any purpose and by any person of any and ail of the streets, easements and improvements herein specified shaii be at the sole and exclusive risk of the Owner at ail times prior to final acceptance by the City of the completed street and other Improvements thereon and therein; provided that acceptance by the City shaii in no way eliminate or lessen any of the Cwner's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shaii not be construed in any manner to constitute an acceptance and approval of any or ail of the required improvements in said subdivision. 19. Cwner's Expenses: The Cwner shaii pay these additional expenses: a. The Cwner shaii cause to be made and/or pay for soli tests made by a reputable Geotechnicai consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Cwner shaii also pay for ail compaction and related tests necessary to determine that ail fill work and the utility trench backfill has been satisfactorily placed. b. Ail service (including plan check and inspection), impact and connection fees as established by City shaii be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work, in no event shaii Cwner be entitled to additional inspections or final Inspection and acceptance of any of the Works of improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. Amendment #1 and Reinstatement of SIA Tr15687 -14- Owner shall compensate the City for ail actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in Article 3. Said actual costs inciude: inspection of Works of Improvement, engineer design review, plan check and project development process. Cwner agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: it is hereby mutually covenanted and agreed by the parties hereto that Cwner's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactorv Completion: Upon the satisfactory completion of the Works of Improvement by the Cwner, the City Engineer shall certify that the Works of improvement have been satlsfactoriiy completed. 22. Repairs or Reconstruction of Defective Work: if, within a period of one (1) year after City Council acceptance of the improvement work performed under this Amendment, any of the improvements or work done under this Amendment fails to fuifiii any of the requirements of this Amendment, or the specifications referred to herein, Cwner shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Cwner fail to act promptly or In accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Cwner can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work and Cwner shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warrantv: Without limiting the foregoing, Cwner warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of ail required Final Map monuments and agrees to maintain ail required -15- Amendment #1 and Reinstatement of SIA Tr15687 landscaping in a vigorous and thriving condition for a period of twelve (12) months after completion and written acceptance thereof by the Director of Public Works and Utilities Department and by the HOA. Only the warranty security for the landscape improvement shaii be posted with the HOA. Ail other security instruments shaii be submitted to the City in accordance with Article 2. The warranty provided herein shaii not be in lieu of, but shaii be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default: 24.1 Remedies Not Exclusive: in any case where this Amendment provides a specific remedy to City for a default by Cwner hereunder, such remedy shaii be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which It may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Cwner's default hereunder, in the event Cwner shaii fail to timely perform any work required to be performed under this Amendment and such failure shaii continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Cwner shaii fail to diligently pursue the cure of any such default to completion. City shall have the right to enter Into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Cwner and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: in the event of any litigation arising out of Cwner's performance of its obligations under this Amendment or under any of the Security instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shaii be entitled to recover Its reasonable attorney's fees and costs. Such attorney's fees and costs shaii inciude fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shaii be entitled to ail other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. Ail such fees and costs shaii be deemed to have accrued on commencement of the action and shaii be enforceable whether or not the action is prosecuted to judgment. Amendment #1 and Reinstatement of SIA Tr15687 -16- 25. Notice of Completion: Upon approval of tfie Works of Improvement by the City Engineer and acceptance by the City Council, the Owner shall file in the Official Records a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Pians: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Owner shaii submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of ail improvement pians in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shaii be certified and shaii reflect the job as actually constructed, with ail changes incorporated therein. 27. Assignment: This Amendment shaii not be assignable by Owner without written consent of City. 28. Oradino Surety Agreement Superseded: City acknowledges and agrees that the obligations set forth In this Amendment supersede that certain Surety Agreement dated September 18, 1997, by and between City and Former Subdivider. Amendment #1 and Reinstatement of SIA Tr 15687 -17- IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 20 , the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representatlve(s) pursuant to authority of its governing body. OWNER CITY OF SAN JUAN CAPISTRANO LV Pacific Point LLC, A Delaware Limited Liabiiity Company Bv: ^''^j'-'^'t^---'^^ Qy. Derek Reeve, Mayor Jonas Stiklorius Authorized Signatory Name: its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit A Amendment #1 and Reinstatement ot SIA Tr15687 -18- OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss COUNTY OF NEW YORK ) On the )^ day ot flPA^lJ^ in the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared \:ypnAiS ^P^/lcfoA/z^exsonaWy 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. /L^/^ fi' ^^^^ J Notary Public LISA A. PHELAN Notary Public State of New York Ouallfled in New York County Reg No. 01PH6292618 Commission Expires November 4,2017 (Notarial Seal) Amendment #1 and Reinstatement of SIA Tr 15687 -19- Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF SUBDIVISION IMPROVEMENTS Final Tract Map 15687 I hereby certify that the foiiowing improvements in Pacifica San Juan Finai Tract Map ("FTM") 15687 have been completed, to wit: Schedule of Improvements Total Amount Percent Complete Remaining Amount or Bond Amount Street improvements $1,180,000 100% $0 Water Improvements - Avenida California $303,509 100% $0 -Avenida California $644,506 100% $0 Sewer Improvements $280,000 100% $0 Drainage Improvements $529,000 100% $0 Landscape and irrigation $157,551 90% $15,755 Monumentation $10,500 0% $10,500 Grading $740,554 9% $662,146 Off-site Public Improvements (1) (1) Total Works of Improvement $3,845,619 83% $688,401 (1) With improvement and Reimbursement Agreement Street Improvements The Performance Bond is for the amount of Zero Dollars {$ 0_). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars _($ 0). (100 % of Column 4) Water Improvements The Performance Bond is for the amount of Zero Dollars ^$ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars ($ 0). (100 % of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 15687 1 of 3 Exfiibit A Sewer Improvements The Performance Bond is for the amount of Zero Dollars {$ 0 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars _($ 0). (100 % of Column 4) Drainage Improvements The Performance Bond is for the amount of Zero Dollars _($ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars j$ 0). (100 % of Column 4) Landscape and Irrigation The Performance Bond is for the amount of Fifteen Thousand Seven Hundred Fifty Five Dollars {$ 15,755 ). (100 % of Column 4) (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Fifteen Thousand Seven Hundred Fifty Five Dollars {$ 15,755 ). (100 % of Column 4) Monumentation The Performance Bond is for the amount of Ten Thousand Five Hundred Dollars ^$ 10,500 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Ten Thousand Five Hundred Dollars ^$ 10,500 ). (100% of Column 4) Grading The Performance Bond is for the amount of Six Hundred Sixty Two Thousand One Hundred Forty Six Dollars _($ 662.146 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Six Hundred Sixty Two Thousand One Hundred Forty Six Dollars ($ 662,146 ). (100 % of Column 4) Subdivision improvements Agreement Pacifica San Juan, FTM 15687 2 of 3 Exhibit A Off-site Public Improvements The Performance Bond is for the amount of i$ 0). (100% of Column 4) Zero Dollars The Laborers and Materialmens Bond is for the amount of i$ 0). (100% of Column 4) Zero Dollars SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the remainder of the in-Tract FTM 15687 improvements, agreed to be performed by the Ownetjgw^^a^idjyider to be Six Hundred Eighty Eight Thous^^^'^p|^^t^Pne Dollars ($688,401) DATED: 'd±Il ACCEPTED BY CITY DATED: Doug Stafey (ROE Nc^L 38796) President Hunsaker & Associates Irvine, Inc. 3 Hughs Irvine, CA 92618 Steve Kooyman, P.E. Assistant Public Works Director Subdivision Improvements Agreement Pacifica San Juan, FTM 15687 3 of 3 Exhibit A SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000324 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Landscape subdivision improvements within Tract 15687 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15687. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Fifteen Thousand Seven Hundred Fifty Five and 00/100 Dollars, ($15,755) 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. NCW, THEREFCRE, 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 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 WHERECF, 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: RAMI LLC, its Managing Member Its: Jonas Stiklorius Authorized Signa' SURETY: Ironshore Indemnity Inc. (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, Oity Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000324 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: Chris Dobbs, Jaiene Brown, and Tracy L. Cariile its true and iawful 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"" 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 seaied 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 ACKNOWLEbGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY PEBOEB NOTAI Y PUBUC-STAT6 OF NEW Y< >RK NO. 01BE6222764 Qu itlflod tn NOW Yotfc Count t My CommlMlon ixoitoi June 01, 2014 Juf^erger Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HEF^BY 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 revoke and the resolutions as set forth are now in force. Signed and Sealed at this 2m Day of March , 20 is Secretary "WARNING: Any person who knowingly and with Intent to defraud any insurance company or other person, flies and application for insurance or statement of claim containing any materiaiiy false information, or conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000324 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore indemnity Inc. . 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: Landscape subdivision improvements within Tract 15687 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15687. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Fifteen Thousand Seven Hundred Fifty Five and 00/100 Dollars, ($15,755.00) 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. NCW, THEREFCRE, the condition of this obligation Is such that If the above bound Principal, his or its heirs, executors, administrators, sucr assors or assigns, shall in all things stand to and abide by and well and truly keep ar J perform the covenants, conditions and provisions per City Council Resolution No's J2-6-16-04 and 03-09-16- 06, on his or their part, to be kept and performed at the tirr . and in the manner therein specified, and in all respects according to their true '< .tent and meaning, and shall indemnify and save harmless the City, its offers, a^ ents and employees as therein stipulated, and, as necessary enter into a Subdivis on Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. Page 1 of 3 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 terms 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 WHERECF, 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 (NCTARIZATiCN AND SEAL) By: PAMI LLC, its Managing Member Its: Jonas Stiklorius Authorized Signatory SURETY: Ironshore jpdemnity Inc. (NCTARIZATICN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000324 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: Chris Dobbs, Jaiene Brown, and Tracy L. Cariile 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBOEB NOTAJ Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 QUI iliflod In NOW Yofk Count f My CommlMlon Ixpliot June 01, 2014 Ju^rger Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HER'3Y CERTIFY that the original Power of Attomey 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 24th Day of March , 20 15 AI/:L- 9ml S. GWdano 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 conceals 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." 1918 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 Ironshore 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 corporation 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 Jaiene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: ROWHOItt INOCMNtTY IK nWUKUl STATIMENT SUMMUr AtiitDMnk«n,2IIU Arvfurrid itDdu Common stricki Mortto«o lom on ml osuto: First N«m Mortis loons on rool ostoto; Othsf than rint Usm Onmoitloi occuiiM hy tho coffloimi Propoittos htM for Iho production of Inconis ProportUs hold for sila Csih. cash aqurvakrtts and ihort-tarfn Invastmants Contract loans DnHvaUvts Othnr htvaatad assnfs Dacnhablni for socorttlns Sassafdn landin( rnlnvtstad collalaral aisau Act raflatc wrrts-lni for Jniwstod assatt Subtotals, cadt and inuasttd aiaatl TOsplannltssS Chaiyadoll Invtstmant mcamc dua and accruad UncoPacwd pramlians and adnnts balancai In tha ccursa of collacllon Dararrad oramluniA apants* ba nolvat dua Accniad rabospacbva pramhin Amounts rscuvaraHa bom rsir ints boobad but dnlsmd sod Funds hdMbford d udth rslnsurad compsniss OthdT amounts rscttviMs undsr rsbisuranca conttacis Amounts rsctlvabin ratadnf to unlnsurad pTins Cununt fodsral snd foralcn Income tsa rseousrabts snd Inbsrast thsraon Nnt dolsfTsd tax ascot Gusraitty funds rssofvaMo or sn dspoilt Fumhura and anuipmenl. htdudinc haahh cara dabvaiy auats Nat adlutttntnl In aisnti and UabWtlai dua to foralpn anSmnpa mtas •acabmblai Imm pirant. tubtldurias and aflUlaUs Haaltb care and odiar ampuntt racalvabia Aumfala anttaHrts for outaf than Invrttad astats Total atsats axdudlnd Saparata Actouati. satrapatad Accounts snd Protoctod Ctl Accounts From Soparats AcEPunts. Saprai s snd Prolsctad Cai Accounts TOIAU n 2<.N0.M 0 0 0 0 0 0 0 0 0 c 0 174jOS.4M 0 954,115 49.aj.»70 0 0 »J07,«25 0 0 0 0 4.«S,WS 4JU.UI) 170.47(445 inca pavabl4 on pold loit4s and loss o CommtsNons payahlc. sunlinpcnl o MIS snd dthdt similar charfat Otnot aspanias (astbidlnp taxes, ncanias and has) Taaas. (canios and Idas Itacbidlnt ttdaial and foraipn Innma taxasf Ctartnt fadsral and fnulpn bicoma taads Nat dararrad tax taUllly Unaimadprtmlumt Advance prumium Ceded ralruuranca pramlumt payaUa Inat of cadbip commlMonsI Funds hald by company under raliuuranca Iraatlat Amounts witbbald or ratainad by eompaoy tor acmunt or others Ramlttancas and hami not allocatad Provision tor ralnsuranco Nat sdjustmvnts In stsatt and Babttnios dua to foraipn axthanf a rates PayaUa topi 4145S.M( 0 7in24>55 715415 2455J074 1.U3.705 (43745b 0 25.9U.U0 U4«74»4 S W44J4M (402.949 PayaUa Iota PayaUa for a UaUllty for amounts hoM under unlmurad ptons 4am(ataan«a4nstorUbllltias Total llauaiiasaxdudlnppruiacted cab KsUlilias Protected cat lltUlinai Total tabUnas poucniou>EiiS5siiitPtus Apprafala usttmlm lor ipaclaJ turplui balds 14»J.1S( 1494U4U I49U(4C( 110440.117 Common capital stodt Piaftrrad capital stock aaraltu srrKsdns tor othsc disn ipsslal surplui Surplus Notes Gross paid In sod contrlbutad surplus Uiuiilpnad funds (lurplusl Surplus as reurds poUcvholdstT (1(4914541 110440.117 CEFtriFlCATI I comfy that thd ahmm Ananclil statements to tha best of my tnoudMlpo are a mm ond acoriti mllactlon of tha llnancial coodWon of dm Company es of Dasambar 31.1013 Addlllonallv. I certify that tha above financial stalamems am In aprtamant vdth the Statutory Hnandal Suttmants Mad with thaPdilliaapia Mepeieii liil of insuruacaax of jam tame data. ^^^^^ CFO.VPbTreasutar andtwomiamatMa My iKyryejSeic i^FLySS/7 UJ.KOVH^ ALYSSATURNOMTZ Notary Public State Of New YM No. 011116044514 QuaRfled in Wsstchestar Oourty Commieeion ExpiiM .My ia aofS STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary Publ'C. State of New York Quolifiec iT Nevt YOIK County Reg No. 0tPH6292618 Commission Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000323 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore indemnity Inc., 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: Monument subdivision improvements within Tract 15687 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15687. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Ten Thousand Five Hundred and 00/100 Dollars, ($10,500) 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. NCW, THEREFCRE, 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 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 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 By: Its: Jonas Stiklorius Authorized Si gnat o SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY III- 20000323 Ironshore 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: Chris Dobbs, Jaiene Brown, and Tracy L. Cariile 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"" 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 shaii be valid and binding on the Company. Any such power so executed and seaied and certificate so executed and seaied 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. * X.AI DaKIeTL. Sus Director ACKNOWLEbGEMENT On this 7*" Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEBeCR NOTAI Y PUBUC-STATE OF NEW YORK NO. 016E6222764 QUI illflod In Now Yoffc Count t My CommlMlon Ixpli** June 01, 2014 Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HEREBY CERTIFY that the original Power of Attomey 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 24ih Day of Marcn , 20 is PnilS.Oclfdino SacrMsrv "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 conceais 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." 191. SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000323 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. , 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: Monument subdivision improvements within Tract 15687 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15687. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Ten Thousand Five Hundred and 00/100 Dollars, ($10,500.00) 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. NCW, THEREFCRE, the condition of this obligation is such that if the above bound Principal, his or its heirs, executors, administrators, successors or assigns, shall in ail 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 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 terms 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 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 By: Its: .'onas Stiklorius „liitl^.irized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000323 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: Chris Dobbs, Jaiene Brown, and Tracy L. Cariile its true and lawful Attorney(s)-in-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and ail 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"" 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 shaii 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 shaii be valid and binding on the Company. Any such power so executed and seaied and certificate so executed and seaied shaii, 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. ACKNOWLEbGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L Sussman to me known, who being duly sworn, did depose and say that he is the Dirertor of ironshore 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. JUDY BEROEB NOTAf Y PUBUC-STATE OF NEW YORK NO. 0TBE6222764 Qu illflod tn N«w Yoric Count t LtcLt Uti Commtition ixptiM June 01, 2014 Jut^erger Notary Public CERTIFICATE I, 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 24th Day of March , 20 15 Paul S. Sialdano 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 materiaiiy false information, or conceals 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." - SEAL 1919 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 ironshore 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 corporation 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 Jaiene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: nommn IWICMMTT IK nHANOMSTATIMPn SUMMMV MeniM* towM on ml •suu; Tint Ntm MMtMi lowH on ml MMU: Other thrir llrrt Ikm preuMIn oetupM hy th* euhhiitv PrhpMM IMM for th* produoloii of Ineemi ProhortMllMMforMM Carii. cuh oqorvoMrm MM ttiort-urrr. Mmtmotiti Crimen Mun IMcMnbMi lot imtittMi SocurttMi Mridinc rtlnvottod colli oforlnvostorlCMrits Sohtotoli. mh criil MVMttd lura TWoplinntouS Chartodofl hivntioont Income 4u* crid Ktfuod Unroheelodp mu lalenceilnlhecourMotcollecllert Deterred prernlumh eftntt' helehcoe end Insuflmentt bootod hut dcfenud end not yet due henuod rettoiptctlve prumlunu Fundi held by or deposhud with rulneum campollMt OttMr emountt reothnbM under relnlrrrenoe ooritreA Arnounti reeerviMe relatlr^ to luilruured ptent Current federal end lerdlcn Meome ttx rdCeeenMIe end Interect thereon Not dotorred tan arret Guerautv fundi recetviwe or eu dcpotit FumHute end euulpment, IndudiiM heehh care deHvety eteett it In aneti and ildbdllMl due Id foriMn eerhaufe relet •erafaeblet from pereut, cuhalmecMi end eflUlelei Hpelth care end other emountt roeefuePM Acgrefete trtttednt for ether then litvaxted etiets Total elteu eadudind Setwate hoountt, 5e(ragelad Acaeunti end Protected Ce* Actaunts L Seffratatad Accountt end Pratectod cad A TOTim MUflLTn 0 ».«».m 0 0 9 0 0 0 0 0 0 0 0 174403 AM 9 954,115 49,132470 9 904<17,>25 9 9 0 0 4.495.44» 9 0 1453439 0 4J19.U9 179416435 17941t4» UAlltlTIB Iritiet Relmurence p4yeMe dtl P4ld loti4t and loa w Lott adiottmeut cipensdt t, cantlndtnl commntiooi and other dm Hat cherjei Other etperuet (eathrrllnd taxet. Kraniec end feeel Tcxee, Irantee arid Feet (etchrdlnl federal and terejfn taicome Ixxet) Current he dual end fui elpii Incorue tmec Net defcered tax KehMty Aduence premium 42453,333 0 74I105S 725415 2455473 1.323.705 <,4374S< 0 25,933.119 Ctded rtlneuronce premlumi peyabM Inet nf cedMi cemmliilonti Fundt heMby company under rernaurance Imtlea Amounta wRhheW Of retained by company far aetauitt pf olhact hemlttarwai ond hems net dlocated Net edlmtmenla In eaiets and ial Drafts euwandlnc a to faratpn cacheiMc ratat Payahla to parent. tubddlBtMt and sfnilatti Derlvallvas 6402,943 Payable foiaacuitttet PeyiblefPrlecutttietN UaMllty for amnunn held under onlnaured pUns Aumaf* wrIteUnt for UbHItlet Total HabWdaa eadodinc protecisd cei bthlWIet FtolactedcaaUabilMn Total bahMtlet POUCyHOUIEIIS5ilJ3FtU5 1.4*3.156 1494(6466 I494S646S 110440.117 uloriparlaliurplialundl Common capital Itoct Ftaftited capital ftpcft AarasPte wrttriCns for ether than tpocMI turplut Suiplut Hotai Oroet paM In and contrltiutpd turphit Unaadf nad fundi (rurpluit Sidldus ai ndan* poinholderT (164934541 119440.117 CIRTlflCATE I certify ItMl the Ptaaee hnsnclil ftptementt tp thd beil of my bnowlidieOfpe true endecaorateroBectlooottheflnantlal condition of the Company et df Oacdorhet IL 2013. dddltlonally. I cactlfv that the atoae flnandd itatamentt ire In etmnment wtth the statutory fl wtthtke •mm of Inauranairit of *e tame date C»O.VP»Tr»aiurur 7^ «M wfom to mc tMi floiji^l^, :-ai4 My^ttikmjmjretL.-ZZj'a/zS ^ ALYS8ATURNCMTZ Notary Public State of New Itak No.0mj6044514 QuBHfled in Wsslcheatar Oounta ComnteiQn Expim July ia 2016 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. USA A. PHELAN Notary Puuiic. State ot New York Quaiifiea in New Vorn County Reg No. 01PH6292618 commission Expires November 4 2017 Signature and Office of individual taking acknowledgment SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000325 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Grading (Lot 1; School Site) subdivision improvements within Tract 15687 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15687. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Six Hundred Sixty Two Thousand Cne Hundred Forty Six and 00/100 Dollars, ($662,146) 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. NCW, THEREFCRE, the condition of this obligation s such that, if Principal shall promptly and faithfully perform said improvement obliga lons within the fully executed and recorded subdivision improvement agreement, the', the obligation shall be null and void; otherwise it shall remain in full force and effect. Page 1 of 3 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 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 (NCTARIZATICN AND SEAL) By: PAMI LLC, its Managing Member Its: Aiiihorized Siiznatoi-y SURETY: (NCTARIZATICN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000325 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: Chris Dobbs, Jaiene Brown, and Tracy L. Cariile 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"" 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 shaii 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 shaii be valid and binding on the Company. Any such power so executed and seaied and certificate so executed and seaied shaii, 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDYBER6EB NOTAI Y PUBUC-STATE OF NEW Y< >RK No. 016E6222764 Qu ilKiod In Now York Count i My Commltilon Ixpbot June 01, 2014 Notary Public CERTIFICATE i, 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 24th Day of March , 20 is Sucrvtanr "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, commits a fraudulent Insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000325 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. , 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: Grading (Lot 1; School Site) subdivision improvements within Tract 15687 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 15687. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Six Hundred Sixty Two Thousand Cne Hundred Forty Six and 00/100 Dollars, ($662,146.00) 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. NCW, THEREFCRE, the condition of this obligation is such that if the above bound Principal, his or its heirs, executors, administrators, sue .essors or assigns, shall in all things stand to and abide by and well and truly keep a- d 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 tir e and in the manner therein specified, and in all respects according to their true ' dent 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 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 terms 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 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 Its: SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore indemnity inc. Hi- 20000325 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: Chris Dobbs, Jaiene Brown, and Tracy L. Cariile its true and lawful Attorney(s)-in-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"" 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 shaii 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEBGEB NOTAJ Y PUBUC-STATE OF NEW Y< )RK NO. 01BE6222764 QUI illflod tn Now Yotk Count t My CommlMion Ixplioi June oi. 2014 Notary Public CERTIFICATE i, 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 24ih Day of March , 20 15 S«cret3ry "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 materiai thereto, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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. Ndfary/Public Jaiene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: HKMSHOII INDCMMTT INC muHaU STATEMCMT JUMMMt *><ilCl»mb«n,lllU 3r«r»rTw( ftodu Martlet loam on roni tsUU: Flrtl NMU Moftf^n loam on rool Oftalo: DOitt fhon Ant Ham Oiuooilloi ii'i iifkail w tha oonooov Propomos hold for tha producHon of liKOmo PropofUm hold for solo Coah. caih odofaolxm add ahofl-lono InvoatmtnO CriOOanlorm Darfvadvol Other Invoatodoaaofa ritorMCOrttlat lafldlni rtlnaattad collataral auoti PafOfOtc wrttrilru for Invmtod auott SoUolok. cadt and iovoatad auots IWtplintalcu; Oioitadan Invoatioont htainia duo ond aecruod UiKodoctodpromlumlOfidatonts boloncoslnthocaurMofcallocllon Doforrod promluma, acontt* holoncm ond IniuHmonti bocdod but dttortod ond not vat duo Acouod rotrotpoctlvopromlurm Amountt rocnvoroMc from robiturori fundi hoM by or depocMod vdtb rotruurod caiupooloi OttMr onuMjnti rooalvlfefa undor robtluraiioo contractt Amountt n (to unlmurad ptani Cununt fodarol ond forul(n Ineatnc tax rocnvoroblo and Intorost Iboroon Notdofanudtaxonot Guaranty fundi roctlvablo or m douoilt f uinlturo ond owdpmoM. nidudint nooltn cam dobvtry auau Itat odfultmont In aciott and UobMltlot duo to forol(n cxdumfo ratal Rocatvabloi from poront. Mjbildlorioi and affUUIoi Hoallb com and othar amountt maofvabfo Acfrofoto wrttadm for otiwr tbon bivoatod ixMtt Total aiaott axciudinf Topomto AcxountA Sografatad Accountt and PrutacXad Ct( Acceuntt from Saparata Acxnuntx So(ra(atad Accountt and Pnitaclod Caa Account! l<ljl»J.720 0 ».m,m 0 0 « 0 0 C4UI4}> 0 0 0 0 0 0 174403454 0 554,113 49.232470 0 0 30407,925 0 0 0 0 t.t05,44» 0 0 0 CJ93J49 0 4423.140 27043S4<5 27042(484 (onpoldk hcanttnitntcM ircharfoi OOMt oabonim loxdiidbtt ta»A Ikaniii and lomf Toxot. bcanui and tool intMhf fidoml ind fomlin Incomo toxoi) Current fodomi indfomfgn bicomo uxoi NotdofirtadtaxlabMly od pramlumt Advanco prumium Coded ralniumncu pramlumt pavaUo |nol of cadfarg cummlitloni) fundi held by tampony under ratniuronco tmatlaa Amountt wWibald or mtilnod by company tor account of otnon Romlttancn and Itofflf not allocitad Provtlfon tor mbiaumnca Not adfuctmantt In ittoti tod tabunfm duo to lotalin axcnanto fatta Dmltio PayaUa to parent, tubtldloilti and anUlottt 42453.9U 0 7492455 725429 2455474 2,523.705 <4374S« 0 25,9U.120 44497494 4 (402.949 PayaUa tor aocurMoi PayaUa tor HrutWotU UoUllty for amountt botd undor unlmurad pUni A(|ra(ato Mittodm for tbUMIn Total aiumiaa o«dudln( protactad m« baUlmei Protactad ca9 llabUtioi Total kabUtiai POUCVHOUIEUS IbltPtUS A«(ra«au nntodm lor tpadal lupnn haids 14U.15( 1494«4(* 1494W4U 120440,117 Common capital ctocP Pmtofmd capital Itoct AafKalourttntoiforothr- uo ipoclal turuui lurpluiNotoi Gronpoidlnandcontrr nod turphn Unanlgnod fundt |u.ep.oi) surtPut as raitardi ix- rrdiUdan (1(49(4541 120440,117 CEKTIflCATl I carttfy tftpt 014 above AnanclU fUtcmcntt to me bmt of my knorofodto am a true ond ocmrou mfloctkm ot tha Anondal condition of Iho Company at of oocombor 91.2013. Addltlocrally. I coitify that the above financial itatamanB am In atraamant udth tba Stabitnry Hnandal Sutamenti Died leftn ma >IUn|19jli»t imai m of Inaraacum of • JGtooton^' CfO.VPATmmumr and re" , lo me :his ?(^ofv/A/y, . 0/4 n» .rwmiulon expWA_ 77iO^( F ^ ALV88ATURNCMTZ fiotary Public Stats Of New Ibfk NO.01TII6044514 Quaimedin Westchester OounM Commiseion BipiraB July ia aoiS STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, OA 92675 AND WHEN RECORDED, MAIL TO: Maria Morris, CMC, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano This Space for Recorder's Use Only AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT (Subdivision Improvement Agreement Tentative Tract Map 16747) This AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT for Tentative Tract Map 16747 ("Amendment") is dated as of , 2015, and entered into by and between LV Pacific Point LLC, a Delaware Limited Liability Company ("Owner"), whose mailing address is 3121 Michelson Drive, Suite 200, Irvine, CA 92612 and the City of San Juan Capistrano, a California municipal corporation ("City"). RECITALS: WHEREAS, SJD PARTNERS, LTD., a California limited partnership ("Former Subdivider") entered into a Subdivision Improvement Agreement Tentative Tract Map 16747 with the City dated October 17, 2006, and recorded in the Official Records of Orange County, California ("Official Records") on October 27, 2006, as Instrument No. 2006000725670 ("Original Agreement"), which provides for Former Subdivider to construct certain Works of Improvement and perform other obligations relating to the filing of a Final Map of Tract 16747; and, WHEREAS, Owner is the successor-in-interest to Former Subdivider 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, the Owner was assigned and assumed the responsibility to perform that certain Work of Improvement thereon as hereinafter set forth and as identified within the Criginal Agreement for Tentative Tract Map 16747; and, -1- Amendment#1 and Reinstatement of SIA Tr 16747 Attachment 15 WHEREAS, the City Engineer extended the time of completion of the original agreement to July 1, 2013 pursuant to the terms of the original agreement; and, WHEREAS, Cwner proposes to do and perform certain Works of Improvement thereon as hereinafter set forth; and, WHEREAS, Cwner has requested, and City has agreed, to extend the time period for Cwner to complete the Works of Improvement required under the Criginal Agreement, as set forth herein; and, WHEREAS, Cwner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds ("Bonds") with new Bonds for 100% of the remaining Works of Improvement as defined within this Amendment in the amounts shown on Exhibit "A" attached hereto; and, WHEREAS, By this Amendment, City and Cwner propose to restate and amend the Original Agreement in its entirety as set forth herein. All terms not otherwise defined or amended herein shall have the meaning ascribed in the Criginal Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. General Requirements; Owner shall comply with the remaining requirements specified in the (a) "AMENDMENT TO 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)" dated November 15, 2005, and its subsequent amendment and restatement dated , 20 , (Collectively referred to herein as the "Improvement and Reimbursement Agreement"); (b) the "WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES", dated September 2, 2003, its subsequent amendment dated March 16, 2004 (collectively referred to herein as the "Water Facilities Agreement"); (c) the "AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TC SERVE TRACT 14196", dated May 4, 1999, and its subsequent amendment dated , 20 , (Collectively referred to herein as the "Water Facilities to Serve Tract 14196 Agreement") and (d) the applicable Conditions of Approval set forth in City Council Resolution No. 92-6-16-04 (for Tentative Tract Map 14196) and all applicable Conditions of Approval set forth in City Council Resolution No. 03-09-16-06 (for Tentative Tract Map 15609) and shall, at its own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works Amendment #1 and Reinstatement of SIA Tr16747 -2- of improvement (the "Works of Improvement") set forth in Exhibit "A" hereto and as defined within the approved Improvement Plans for Tract 16747, to the satisfaction of the City Engineer. Such Works of Improvement shall include, but not be limited to, the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement, and the construction of all required off-site infra-structure and circulation improvements as set forth in Paragraphs 1.2 and 1.4 below to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east (15% fair share), which are included within the Improvement and Reimbursement Agreement, as well as, any improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be In addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal Improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% Ortega Highway & 1-5 Northbound Ramps: Improvements: Construct westbound free right turn lane. Fair share: 0.8% Furthermore, prior to the issuance of the one hundred and fifty-first (151st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements which are included within the Improvement and Reimbursement Agreement. The final cost estimate shall be reviewed and determined by the City Engineer: Amendment #1 and Reinstatement of SIA -3- La Novia Widening A/alle Road Project to 2500 feet east Improvements: Widening to secondary standards. Fair share: 15% Signaiization San Juan Creek at Valle Road Project Improvements: Signals and Intersection improvements. Fair share: 38% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^' Certificate of Cccupancy, the applicant shall design and construct the off-site improvement listed below to Its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Rambles & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. Fair Share: 94% 1.3 Construction of Avenida CaliforniaA/ista Marina. Prior to issuance of the one hundred fifty-first (151st) Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California and Vista Marina Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^' Residential Building Permit any section of Avenida California Street and Vista Marina leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Cff-Site Circulation Improvement Construction. Prior to the completion of Avenida CaliforniaA/ista Marina, or the issuance of the 151^* Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. All -4- Amendment #1 and Reinstatement of SIA Tr 16747 easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvements listed below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane. Fair Share: 8.4% Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen Valle Road to a two-lane divided roadway including traffic signal and power pole relocations, necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 38% Valle Road from 1-5 to Forester Ranch Road: Improvements: Widen Valle Road to commuter standards, including necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping Improvements pursuant to the approved improvement plans. Fair Share: 72% La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Construct the La Novia Avenue approach, Valle Road approaches, and the 1-5 NB Ramps as part of a circular one-lane with shoulders round-a-bout pursuant to the approved improvement plans. Fair Share: 37% 2. Security: A. Cwner shall, at all times, beginning with the execution of this Amendment, guarantee Cwner'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: (i) A Faithful Performance Bond to ensure faithful performance of this Amendment in regard to the Works of Improvements -5- Amendment #1 and Reinstatement of SIA Tr 16747 be installed by Owner in the amount of 100% of the estimated cost of construction of such Works of Improvements (110% for the remaining water related improvements to be installed by Owner)as shown in Exhibit "A" attached hereto; and, A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the Works of Improvements required to be constructed or installed pursuant to this Amendment in the additional amount of 100% of the estimated cost of construction of the Works of Improvements to be installed by Owner (110% for the remaining water related improvements to be installed by Owner) as shown in Exhibit "A" attached hereto; and, A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and in addition to the security instruments referenced in Article 2(A), Owner shall provide to City the following Security Instruments: (I) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Cwner shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Cwner shall provide a Landscape and Irrigation Warranty Bond warranting the landscape and irrigation Works of Improvement for a period of one (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount -6- Amendment #1 and Reinstatement of SIA Tr16747 determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HCA"). All Security Instruments required by this Amendment, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HCA, 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 Cwner's written request following acceptance by City of the Works of Improvement and Cwner's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Cwner's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Cwner has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Cwner's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HCA will be determined by a separate agreement between the developer and the HCA. 2.1 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, CIdwick, New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (ii) Payments under the Security Instruments shall be required to be made (and, with respect to bonds, litigation shall be Amendment #1 and Reinstatement of SIA -7- required to be instituted and maintained) in the County of Orange, State of California; (Hi) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Owner's completing the Works of Improvement, in accordance with Article 3 herein; (iv) The Security Instruments shall reference Owner'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. 3. Time of Completion; All of the Works of Improvement shall be completed no later than January 16, 2017. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Cwner. Cwner shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Article 19. In the event that Cwner fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Cwner, or his surety as herein provided. The City may require Cwner, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of Article 3 herein, Cwner's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Owner, including, to the extent applicable, adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice from Cwner or its contractor detailing the grounds for Cwner's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof), Cwner shail -8- Amendment #1 and Reinstatement of SIA Tr16747 cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Cwner's failure to timely perform its obligations hereunder, Cwner recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11- 66499.20-3/4. In this regard, Cwner agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in Article 3 or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Cwner after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Amendment shall be effective on the date that the Amendment is recorded by the County of Crange in the Cfficia! Records. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed under this Amendment within an area delineated on a Final Map, the Cwner must file a written statement with the City Clerk and City Engineer, signed by the Cwner, to the effect that Cwner has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Cwner shall, at Cwner's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. 7. Definitions and Cwnership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street -9- Amendment #1 and Reinstatement of SIA Tr16747 lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Owner subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Amendment shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Cbliqations of Cwner: Notwithstanding, the fact that Cwner's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Cwner of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplements and revisions prepared by Cwner or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Owner warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Cwner shall satisfy ail the conditions of approval set forth on the City approved tentative map for the Property. Cwner shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications: The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Cwner shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Cwner shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete Its tasks. Incidental appurtenances, materials, and the like. If any omissions are made of Amendment #1 and Reinstatement of SIA Tr 16747 -10- information necessary to carry out the full intent and meaning of the plans and specifications, Owner or Its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Cwner: Cwner shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Cwner. In the event the Cwner is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Cwner shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City: Cwner shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is In preparation. The Cwner shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Cwner or the contractor of any obligations to fulfill this Amendment as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the Amendment #1 and Reinstatement of SIA -11- overall final acceptance by City Is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this shall be repaired or replaced, by the Cwner, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Amendment by Cwner and Cwner's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Amendment and without notification to any of the sureties referenced in Article 2 of this Amendment, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Amendment and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Amendment that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Cwner or Cwner's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Cwner or its contractor shall be binding on City unless approved in writing by the City Engineer. -12- Amendment #1 and Reinstatement of SIA 15. No Warranty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Owner or its consultants or contractors, and City makes no representation or warranty, expressed or implied, to Owner or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance, Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Cwner or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Cwner 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this Agreement, Cwner (if performing work itself) or Cwner'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 Cwner or its contractors, as primary insureds, and of the City, its officers, elected and appointed officers, agents, and employees, as additional Insureds, and shall 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 Cwner hereby releases and agrees to defend (with legal counsel selected by Cwner 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or ail work to be done in and upon Amendment #1 and Reinstatement of SIA Tr 16747 -13- the subject property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Owner, the Owner's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liability of Owner: The Owner agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Owner at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Cwner's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Cwner's Expenses: The Cwner shall pay these additional expenses: a. The Cwner shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Cwner shail also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. 0. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Cwner be entitled to additional inspections or final inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. Amendment #1 and Reinstatement of SIA Tr16747 -14- Owner shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in Article 3. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Cwner agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Cwner's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Cwner, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one (1) year after City Council acceptance of the improvement work performed under this Amendment, any of the improvements or work done under this Amendment fails to fulfill any of the requirements of this Amendment, or the specifications referred to herein, Cwner shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Owner fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Cwner can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Cwner shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warrantv: Without limiting the foregoing, Cwner warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required -15- Amendment #1 and Reinstatement of SIA Tr16747 landscaping in a vigorous and thriving condition for a period of twelve (12) months after completion and written acceptance thereof by the Director of Public Works and Utilities Department and by the HOA. Only the warranty security for the landscape Improvement shall be posted with the HOA. All other security instruments shall be submitted to the City in accordance with Article 2. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default: 24.1 Remedies Not Exclusive: In any case where this Amendment provides a specific remedy to City for a default by Owner hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Cwner's default hereunder, in the event Cwner shall fail to timely perform any work required to be performed under this Amendment and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Cwner shall fail to diligently pursue the cure of any such default to completion. City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Cwner and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Cwner's performance of its obligations under this Amendment or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. Amendment #1 and Reinstatement of SIA Tr 16747 -16- 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Owner shall file in the Official Records a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Owner shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This Amendment shall not be assignable by Owner without written consent of City. 28. Grading Surety Agreement Superseded: City acknowledges and agrees that the obligations set forth in this Amendment supersede that certain Surety Agreement dated September 18, 1997, by and between City and Former Subdivider. Amendment #1 and Reinstatement of SIA Tr16747 -17- IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 20 , the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representatjve(s) pursuant to authority of its governing body. OWNER CITY OF SAN JUAN CAPISTRANO LV PACIFIC POINT LLC, A Delaware Limited Liability Company Bv: ^'""^ 3 -XiM^i::^-^ By;. Derek Reeve, Mayor Jonas Stiklorius Name: ^ ,, . , ^. AuLliuii/eu Sigiialuiy Its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit A Amendment #1 and Reinstatement ot SIA Tr16747 -18- OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the /'Mday of y^^M^ in the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared vJi>/?A?3 ^>^.c(or<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 LISA A, PHELAN Notary Public, State of New York Qualified in Nevi York County Reg No. 01PH6P92618 Commission Expires NovemOer 4, 2017 Amendment #1 and Reinstatement of SIA Tr 16747 -19- Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF SUBDIVISION IMPROVEMENTS Final Tract Map 16747 I hereby certify that the following improvements in Pacifica San Juan Final Tract Map (FTM) 16747 have been completed, to wit: Schedule of Improvements Total Amount Percent Complete Remaining Amount or Bond Amount Street Improvements (Avenida California) 539 435 47% $877,524 Water Improvements $763,671 90% $235,753 Sewer Improvements $434,156 92% $37,554 Drainage Improvements $1,537,973 97% $54,181 Landscape and Irrigation $923,526 50% $461,763 Monumentation $18,500 0% $18,500 Grading $108,533 0% $108,533 Off-site Public improvements (1) NA (1) Total Works of Improvement $5,425,845 69% $1,793,808 (1) With improvement and Reimbursement Agreement Street Improvements (Avenida California) The Performance Bond is for the amount of Eight Hundred Seventy Seven Thousand Five Hundred Twenty Four Dollars ($ 877,524 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Eight Hundred Seventy Seven Thousand Five Hundred Twenty Four Delia ($ 877,524 ). (100 % of Column 4) Water Improvements The Performance Bond is for the amount of Two Hundred Thirty Five Thousand Seven Hundred Fifty Three Dollars {$ 235,753 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Two Hundred Thirty Five Thousand Seven Hundred Fifty Three Dollars ($ 235,753 ). (100 % of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 16747 1 of 3 Exhibit A Sewer Improvements The Performance Bond is for the amount of Thirty Seven Thousand Five Hundred Fifty Four Doiiars {$ 37,554 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Thirty Seven Thousand Five Hundred Fifty Four Doiiars ($ 37,554 ). (100 % of Column 4) Drainage Improvements The Performance Bond is for the amount of Fifty Four Thousand One Hundred Eighty One Doiiars _($ 54,181 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Fifty Four Thousand One Hundred Eighty One Doiiars _($ 54,181 ). (100 % of Column 4) Landscape and Irrigation The Performance Bond is for the amount of Four Hundred Sixty One Thousand Seven Hundred Sixty Three Doiiars ($ 461,763 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Four Hundred Sixty One Thousand Seven Hundred Sixty Three Doiiars ($461,673). (100 % of Column 4) Monumentation The Performance Bond is for the amount of Eighteen Thousand Five Hundred Doiiars {$ 18.500 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Eighteen Thousand Five Hundred Doiiars ($ 18,500 ). (100 % of Column 4) Grading The Performance Bond is for the amount of One Hundred Eight Thousand Five Hundred Thirty Three Doiiars ($ 108.533 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of One Hundred Eight Thousand Five Hundred Thirty Three Doiiars ($ 108,533 ). (100 % of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 16747 2 of 3 Exhibit A The Performance Bond is for the amount of ^$ 0). (100 % of Column 4) Zero Doiiars The Laborers and Materialmens Bond is for the amount of {$ 0). (100 % of Column 4) Zero Doiiars SUBMITTED BY ENGINEER OF RECORD i estimate the total cost of completing the remainder of the in-Tract FTM 16747 improvements, agreed to be performed by the Owner to be One Miiiion Seven Hundred Ninety Three Thousapd,Eight Hundred Eight Doiiars ($1,793,808) DATED: ACCEPTED BY CITY 1'.'!',; -t -MM A/^j M-7a€^ I'i^pug Staley (RCE No. 38796)'-' '^'^resident dunsaker & Associates Irvine, inc. Hughs Irvine, CA 92618 DATED: Steve Kooyman, P.E. Assistant Public Works Director Subdivision Improvements Agreement Pacifica San Juan, FTM 16747 3 of 3 Exhibit A SUBDIVISiON FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000326 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and ironshore Indemnity Inc.. 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: Street-Avenida California subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Eight Hundred Seventy Seven Thousand Five Hundred Twenty Four and 00/100 Dollars, ($877,524) 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, THEREFCRE, 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 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 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 Its: Jonas 5tiklonus Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Page 3 of 3 POWER OF ATTORNEY III- 20000326 Ironshore 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariiie its true and lawful Attorney(s)-ln-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and ail 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"" 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 doiiars, 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 seai shall be valid and binding on the Company. Any such power so executed and sealed and certificate so executed and sealed shail, 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 Seai to be affixed this 7* day of August, 2013 IRONSHORE INDEMNITY INC. ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEReER NOTAt y PUBUC-STATE OF NEW YORK NO. 01BE6222764 Qu itm»d In Now York Count i My CommlMlon ixpliot June oi, 2014 ger Notary Public 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 24th Day of March , 20 15 Paul S. MMmo 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 conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000326 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity inc. . 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: Street - Avenida California subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Eight Hundred Seventy Seven Thousand Five Hundred Twenty Four and 00/100 Dollars, ($877,524.00) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, succ jssors, executors and administrators, jointly and severally, firmly by these presents. NCW, THEREFCRE, the condition of this obligatic is such 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 ke p and perform the covenants, conditions and provisions per City Council Resolutic isio's. 92-6-16-04 and 03-09-16- 06, on his or their part, to be kept and performed ?. the time and in the manner therein specified, and in all respects according lo the', true intent and meaning, and shall indemnify and save harmless the City, its ofers, agents and employees as therein stipulated, and, as necessary enter into a Sj-bdivision Agreement, then this obligation shall become null and void; otherwise it she.il be and remain in full force and effect. Page 1 of 3 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 terms 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 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 By: Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000326 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariiie its true and lawful Attorney(s)-in-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and ail 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"" 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 seai of the Company thereto. Any said execution of such documents by an Attorney-in-Fact shail 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 seai 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 shail 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEROEB NOTAJ Y PUBUC-STATE OF NEW V( >BK NO. 0TBE6222764 Qu^iimod tn Now Yoifc count t My CommlMlon ixptioi June 01, 2014 Jui^^rger ' Notary Public CERTIFICATE I, 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 24th Day of March , 20 15 Secrettrv "WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, files and application for insurance or stetement of claim containing any materially false information, or conceals 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." 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 Ironshore 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 corporation 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. NotaryPublic Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: ttOWSHORt INOCMMn (HC nNAMOAL STATEMENT SUMAIART AiirfpM«nNrS1.20U bonds ^TVfMTMl Stodt* Common itocfc! M«rttM« toMtt on FMl MUM: FW*1 NtM MortfM* kmnt on r««l mNM: Olhor thtn Ant Ooni Prepmttot oraipW by th* comMny PropMllM b*id for th* production of Incemt Pr«pw1lMtMMforsil* C«di. cuh «quiv«kfrti w»d (hert-torm Invutnionti CMtncttoam DoiivabvM Other InvntMl Bss*te HMfvoMM for MCurM«s SKurittn tonding rclnvMttd colltt*ml aiuts Actrofxtc wm*4ns for inverted eteeti Subtotita. cadi and invMtcd kuett TWc pitntr leu $.. atargod off bweitniint income due wid Mcnwd UncoAMted pretnlumi end agents balances In th* coune of coHeeUoo Deft ktgen notyqtdu* Aonwd rttreipqcilvt pr«mlumi •nUKinatmMnMcftonmnninn Fundi MM b* or ihqxHiM »Mi mniurad oinipaiun Otliw anountl raclMMt urxMr rOnuirim tontncM tuinliuorwplini Curronl fodMol ifM (ortTf n tnooiiic tax n N«dof«nnllax«a« Guaranty Fundi rocMvaUo Of on dopoiH FinnGuia and aquiimiant. Ududinq hoiMi cara dadvtry aiaats Nat adlintnianl in anata and liaMmai dua to fottiln aadiaMa ratal flacatvabaai from patant. lubtidlafla* and afflllalai Hoalth tara and ottiar amounti (atatraMa Afirafata wattadni for otnar man brvattad anati Total attaa oadudln« SaoaraU Actnunti, Safrafatad Actounis and FnAattnd Cad Accounts From Soparata Accounts. Safrainad Accounts and Fratactad CM Accounts 0 0 0 0 0 0 0 0 0 c 0 0 174ja>.45d 0 K4.1U G 0 3SJ<17,«2S < 0 0 0 0 ti 0 tJdMM 0 4J2S.IM no payaMa on paU Iniaas and lois • I. continptm cofflmtaslaais anrS oiltar stmllar cFiarjas Otiias aspanin lamludlnd taaaa. Pcansaa and iBial Taaaa. Pcansaa and taat (aadudlnt ladacal and foraiin incnma uuai) Currant fadiral and ftiroiin Inconta taaaa Hat datatrad tax MaUlty Unaarttad pramiums Advanca prampim Cadedialmurancaprp It el cadtni oommitliDnt) Funds kaM liy company undar ralnauranca troadaa Amounts aiWlkaid or ralalnad py imoipany lor account of olhats Raiamancca and Itaminot ailacatad Ptmdiion Foe ralniuiancn Not adkistmanta In astati and lakiHtlas dua In loralf n aackaiMa ratal DraNsinitstandlnl 0 7Jlt2A»S ].a21.7IB C.<37.SM 0 2S,fu.ua a4.M7J»4 0 Payabia to patant. tubddlarlas and allUlatas OartvatlvM PayaMaloraocuiltlas Payalila lor sacutttiis HmMll UoMllty br amounts haM undar uninsurad oUns A<|ra«ala airltadns larlnMlltlas Total laPimai asdudlni pmaclad cal lakllitlas ProtodadcMUabllllias Total labiMias MUCYHOioeirsstiiiPuis Aumata amladns lor inodal lurplui lunds Common capital ttpcp Ptafarrod capnalalDck LdU.lM Ta9.ttdJH Utl.M0.ll7 SlODOOOC Hns for Btkac thanipaclal suipkn SuiplucMotat Groaspaldlnandcm Unassif nad funds llurplusi Sumkn as taunN oolicykolc (ICMIMdl U0M0.U7 iTDUUJW aitnficATi I cerslfy that tka akoyo dnanclal sntnmmits to the bast of my bnoNladta ara a true and accurau mllactlon of tbo financial condition of tka Company aa of oocamOar 91.2019. AddHtonally. I catOfy that the aboue finanelal statnmams are In acreemant adm ma Statutory Financial SUtamanti Ibad artm tka atiiinpf|b#bparimam of InsuraaciM ofjpo soma data. alGMason CFO.VPtTroasurac and.«.mb».mN(Kjo.a/«c/y, rdyMWnlsOon j/jOllfi Al'SSATURKONflTZ Nolaiy r^ublic. State of NewTbrtt No. 01TU6044514 ChJSlHied te Wsstehester GounN Comnteien BipifM July laaOIS STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary Public, Stale af Ni w York Qualified m New \c k r. - .•• 'y Reg No, O-Pre- .e'> - •', Commission Expi; ee N. >. • . • ,- r I L SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000329 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore indemnity Inc., 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 partlcuiariy described as follows: Water subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Two Hundred Thirty Five Thousand Seven Hundred Fifty Three and 00/100 Dollars, ($235,753) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, sucessors, executors and administrators, jointly and severally, firmly by these presents. NCW, THEREFCRE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said improvement ob' gations 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 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 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 .fonas Stiklonus Authorized Signatory Its: SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please aftach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000329 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: Chris Dobbs, Jalene Brown, and Tracy L Cariiie its true and lawful Attorney(s)-in-Fact to make, execute, seai 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"" 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 doiiars, 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEBCEB NOTAJ Y PUBUC-STATE OF NEW Y )RK NO. 01BEB222764 QuiiHflod In NOW Yofk Count t My CommlMlon ixpli** June 01, 2014 Jucfcierger Notary Public CERTIFICATE I, 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 24ih Day of March , 20 is 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 conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000329 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. , 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: Water subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Two Hundred Thirty Five Thousand Seven Hundred Fifty Three and 00/100 Dollars, ($235,753.00) 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. NCW, THEREFCRE, the condition of this obligation is such 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 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 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 terms 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 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 Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000329 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariiie its true and lawful Attorney(s)-in-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"" 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 doiiars, 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 seai 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 ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEROEB NOTAt Y PUBUC-STATE OF NEW Y )RK NO. 01BE6222764 Qu Ulflod In Now Yofk Count t My CommlMlon ixpliot June 01, 2014 Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HE .EBY 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 revoke j and the resolutions as set forth are now in force. Signed and Sealed at this 24m Day of March , 20 15 "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation to the Subdivision Faithful Performance, Labor & Material Bond for LV Pacific Point LLC. in Witness hereof, I here unto set my hand and official seai. Notary Public Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: noMSHOiiE wofMwn mc niUNCIUSnTmENTSUKMMT *i<i(0«mltor9l,2GU Bonds OrdftfTod stodu Common nocfco IMMUTItS o on ml oolite: Rm Horn Mo>t(<(o loano on ml OOUU: Olhor Ition dnl Ooiu Bnmoitlot ocoddod Bv tho cwiidonT PrepooUdt Bold foo Uio in oduoBon of Inooma l>roBonlot Bold for ado Codi. mB oouBmlonti md dMd.tdrm Jmmttmonts CommtBsam Othof Bnmotodaswto RdcoBrabln for foonrdoo Socurtttoo Itndinc mlBoonad eollatorol auots Adimlom wrItoAno for Invortod ouott SubtotsB. oidi Md InvofUd aosots VMaplintol*u$- CBorradoff II and toonts bolanm In iBo couno ot caHoedon iBmonta booBad but doforrdd oitd Ddfarrod promluma ocontr'BolOBCdO notyotduo Aamidd ratroipdctlvo prombjmr Amountt rocovarablc liom rabMuroro Fundi hoM By Of deiiodtod odtb roliuurtd compaiUot Othor amount* roodtviBlo undOf toBiiumnco cofltructs Bmounto rocMnblo roWInd to unliuurad plani Curmnt Moral and famlfn tneotM Ux ncouorablo ond Intoroct tbaroon NotdoloiTodtixaaMt Suaranty fundi rtcdivoblo or on dopodt Fumburo and oduipmonl. meludliiy BoillB caro dHBmry lisoti Not odBdtmont tn oxaota and Uabdittaa du* to forctf n oxdMr^o rotoa •acoBiablaa Bum oaiont luBlldlarioa and affillatoa Hooltb caro tnd otbar omountx rooalvattlo Auraiato wtltddna For otbar tban tnvoatod aasoti Total oraota aadwdlrd Matat* Aocountt, $o|ratatad Bctounts and Frotactar Bocounta From Souorata Acxounta. Fofroyatad Aocountt and Prottctad CM Aocountt UUDLTTO 0 ».M0.90f 0 0 0 174JOM5« 0 9M.1U 49,212470 0 10J<17,B2S 0 0 0 0 4,itas,w< 0 0 S493Jt9 0 4J29,1B<I 27042C4e moo piyiBIA on Bold lonoa and teda » •Hill cBaijm Otbar oiiwnaoi loxdudtnf taxaa. Boanioi and laoal Taaaa, Rcdmoa abd faaa taxdudbif fadatat and faratin tneaoia taxaa) Cuarant fadarol and 1ara%n Incom* taaaa NaldafttrtdtaaBaBWty Itntamadpramluma Advanca oramlum Coded ralnauranca promluma oayaMo Itvat el cadB^ cot Funds bald by company undar raliuuranca truattar dd or ratalnad bv company tor account or otbara Rommancai and bamr not alloeatod PToNlion bn rotmurtnco Not odjustmHiti In aiBoti and BablWoi doo to bnltn oacbanco ratal Droits mitnandlnc PayaHo to parenv tubddiarlts and afnUatti PayaWaforaacurttlaa Payaldo for rocurlUca londll* UabUHy for omoonta hoW undar unlnaurod ploni AdBrafatoMnttodnaforBdbUltio* TotaliMlidltloa oxdudlni protoolod oal BaBllltiaa ProtactadcaHIUIdliliaa Total Pabllldaa poucvHOiwitrs suitpujs 424M.9t< 0 74*2,055 725419 2J55474 l.«21.7a5 «4175S« 0 25,9«».120 444*7494 4 Ul44T4a2 6402,949 14*1,15* 1494«46a I4I.9>CJ6> 120L54O.117 o bo ipadalnnplui balds 27042*486 Common capital stocb Prolirrud capital nock Aditatoto wrltodna for otbor than ipocW lucplaa Surplus Notai (Von paid In and cobtrlButad aurpbn Unasltnsd funds liurpbisl Surplui ai ranartN poBcvboldan (1649*4541 120440.117 CSimflCbTl I certify that th* afaovo llnanclal natcmnmi to tPc best of my iMoudodf o oro 0 true and ocoaato luftoetion of tbo flnenciol condition of tin Company aa of Oacimbor 31.2011. Additionally. I cattify that the above fUiMclal totmnents » In eiraoment adtti tbe Steutory 0 mtslBed CFO. VPATreaiucvr My,d(«mlition ewim. .ZZifi^/S ALYSSATURKQVnZ Notaiy Public. State of New Ybrft No. 017116044514 Qudmed in Westchester Oounte Commission Expirae AjV ia 201S STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 instmment 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. LISA A. PHELAN Notary Public, State of New York Qualified in New York County Reg No. 0lPH6292ru8 Commission Expires NovemDer 4, 2017 Signature and Office of individual taking acknowledgment SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000327 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Storm Drain subdivision Improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Fifty Four Thousand Cne Hundred Eighty Cne and 00/100 Doiiars, ($54,181) 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. NCW, THEREFCRE, 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 he null and void; otherwise it shall remain in full force and effect. Page 1 of 3 BE IT FURTHER RESOLVED: 1. As a part of the obligation secured hereby, and in addition to the face amount specified, there shail he included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to he 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 he 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 he performed thereunder. IN WITNESS WHERECF, 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 Jonas Stiklorius Authorized Signatory Its: SURETY: Ironshore Indemnity Inc. (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, Oity Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000327 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 facsimiie on any power of attorney granted, and the signature of the Secretary, and the seal of the Company may be affixed by facsimiie 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. •« SEAL * IBM DartleTL SussritSri Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personaiiy came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore indemnity, inc., the corporation described in and which executed the above instrument; that he executed said instrument on behalf of the corporation byauthority of his office under the By-laws of said corporation. JUDY BEBOEB NOTAJ i PUBUC-STATE OF NEW YORK NO. 0tBE6222764 Qu »IIH»d m Now Yotk Count r My CommiiMon Cxplioi June 01, 2014 Notary Public CERTIFICATE I, 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 24th Day of March , 20 is 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 conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000327 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and ironshore Indemnity Inc. , 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: Storm Drain subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Fifty Four Thousand Cne Hundred Eighty Cne and 00/100 Dollars, ($54,181.00) 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. NCW, THEREFCRE, the condition of this obligation Is such 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 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 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, ?M 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 terms 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 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: PAMl LLC, its Managing Member By: Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Page 3 of 3 POWER OF ATTORNEY III- 20000327 Ironshore 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile its true and lawful Attornev(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"" 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. ACKNOWLEDGEMENT On this 7 Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBOEB NOTAJ i PUBUC-STATE OF NEW YORK NO. 01BE6222764 Oudllflod In Now Ywfc CountV My Commiitlon Ixpltw Juns 01, 2014 Juteperger Notary Public CERTIFICATE I, 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 24th Day of March , 20 15 Secretatv "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 materiaiiy faise information, or conceals for the purpose of nUsleading information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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. Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: nOHSHCHIE IKOEMNTPr INC flHANOUSTAnMENr SUMMMr *aMO«MlMC>l,]SU HrafcfTMl ftodii Common tudis o on ml tstoH: Flm IIOM II on mi ofllM: Othor than drat Uanl Ffooottloi oczuplad by Ih* comptnv Propoftlos hM far tho production of Incomo Propanlai hold for lala Cadi, cadi anidvakiiti and dwl'tafm InvaatinanCi Contract loani DarlvatlVM OUlKlnvaltadaiiaU KacafaaMai lor Mcuriltei Sacwttiai landinc ralnimtad cotiatara] auats r^rafata wrttadni for immdad auata Sulitotaa cadi and inuaitdd ataatl THItplantilaii;. Chatfad off Invaitmant tnconia dot and accruad UncollactddpramiwniaBndadaAti balancaointhncouriaofcollactiao mi, aiantr' batoneal and Inautiminti IxKdmd Imt d Ddlarradprai notytldua AcxTucd ratrotpactivt pramtumi Amounta radovarabfe from radiiurnrt Fundi hdld by or dcpodtad wftii ratniurad compatdM Ottwr amountl rncutvaMa undar ralniuniica conttacti Amounta racatvabia ratatinf to unlmuiad ptana Currant fadaral and foralf n bicama taa lacovarabla and Jntatait tharado Natdatorrodtaxaiadt Guaranty fundi racafviMa or on dapoiit Fumltura and anuipmant. bidudiiN iwaltti cam dabvary aitati Nat adlmtaaant in anati and Uabtilttal dua to foroNn aailiai^o mtoi Dacafyohlas from porant. uibaldlarfni and alltilatm Hodlth cam and ottiof amountl rtcafvabfa Acffogall anttadm for ottwr llion Invaitod onati Inti Sopamto Accounti, Fof rofotad Aoeounti and Protactad Cal 14UI91.720 0 ».FOO,nC 0 0 0 0 0 0 CI 0 0 0 0 174.SaMS4 0 »4,1U 49,2J2.(ra 0 0 30J<17,>25 0 0 0 0 4.40S.M4 tl 0 0 «JM44» 0 4ja.iai Umadfuitmi I, cantitigtntcol 11 and ottwr dnhtlhartaf Ottwr aapanwi laxdudb^ taxai. Hoaniaa and fana) Taani, loaniaa and fida (aadudfnc fadaral and foraff n Inmow Uaai) Currant fadaral aiidfom%n brcotaa taani NatdatatradtaalaUilly Unaamad pramhimi Advancapramhim Cddad raltuuranca pramkimi payaUo tnat of caifinf cei Fundi iwld by company undar rafiuuranca Irtatiai 41.lS3.Ma Tisflia USSAI74 l.a21,705 6.4373S4 CI 2S,«I».U0 0 Amonnli wHNwtd Pf ralabwd by comp4ny For accpunt of ollwfl Idmlttancci and hami not allecatad Prmdlion for rabnuranm TM adjuilmanti la awnn and tabllnias dua 10 fomlin dcilianta ratal Oratoontltaiidlni PayaHa to patani. lubddiaifai and anUlalai ITaiMttvni PayaUatdiancutlttnt Payabia lor mcuitttai wndbif Uabtiity for amonnti twid undar unhwurad blaru AwrafatawittKfnrlorliaUliaai Fatal labwtlaf a>iludln< pnitadtad <»• labllMaa Protactad cal nabilitttr Total labUttai POCJCTHOCOCItrS HrlPtUS ua.tu.3U i4a,i»jea utcsao.iiT c Ufraiatad Accoontt and Protactad CM Aooounti T0TAS3_ 370.43tJW Auratatan nlormi Common capttbl Itoct Piafoiiad capital iluct UEutnc IS for ottwr than ipndal Mjrplua SurpiuaNotal Grow paid In and CdoMbulad lurplui Una Sumhii as raaantt pobcvhiildam lOTAlS (1MM.SS4I 130>I0.117 anTifion I cartify ttwt ttw abovti foiancJal itstenwmi to ttw boa of my knoudadfa ara a inw and accurata mflactton of tba tinandal condition of ttw Company ai Df Dacambtf 31. 21)13. AddMonatiy. I carOfyttiatttwabown financial uafamanu am bi if mamant with tha Statutory Rrwnttal Sutamanta food altildaidn CFO. VPtTraasumr and twdm tome F^^UtpmlnJoo avitn._ ?//t>^f9: ALVSSATURNCMTZ Notaiy Public State of NewTM No.01Tli6044514 Quatnted in WBStchastar Oourty Commission Bipiraa July ia 2016 STATE OF NEW YORK COUNTY OF NEW YORK ) ) ss.: ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. taking acknowledgment LISA A. PHELAN IVotary PuL-Lc, State of New York QualitiGo in New York County .••tG3 Ml), 01PH629C618 Corn!nit.,-;ior Expites f-lovember 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000328 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore indemnity Inc.. 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: Sanitary Sewer subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Thirty Seven Thousand Five Hundred Fifty Four and 00/100 Dollars, ($37,554) 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. NCW, THEREFCRE, 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 BE IT FURTHER RESOLVED: 1. As a part of tfie 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 anyway 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 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 By: PAMl LLC, its Managing Member (NOTARI.TATION AND SEAL) Its: Jonas Stiklorius Authorized Signatoiy SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 r POWER OF ATTORNEY Ironshore IndemnitY inc. Ill- 20000328 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 $7,5CC,0CC 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. ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personaiiy came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUOY BEBOiB NOTAI i PUBUC-STATE OF NEW YORK NO. 0TBE6222764 Ou illflod tn Now Yotfc Count t My CommiMlon ixpliot June 01, 2014 Jud^erger Notary Public At=fo. CERTIFICATE i, 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 24th Day of March , 20 is euilS.GiJirdano S«cf«tarv "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." /".HA, SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000328 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. , 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: Sanitary Sewer subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 16747. 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 Thirty Seven Thousand Five Hundred Fifty Four and 00/100 Dollars, ($37,554.00) iavyfui 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, shall in ail 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 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 terms 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 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 (NCTAF.iZATICN AND SEAL) By: PAMl LLC, its Managing Member Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000328 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBOEB NOTAJ Y PUBUC-STATE OF NEW Y NO. 01BE6222764 Qu iimod tn Now Yotk Countjr •RK My Commliilon ixplrui June 01, 2014 Notary Public CERTIFICATE I, 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 24ih Day of March , 20 15 raui a. un 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 materiaiiy false Information, or conceals 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." 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 Ironshore 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 corporation 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. NotaryTublic Jalene Brown County of Residence: Sumner My Commission Expires: May 2S, 2016 SEAL: nONSHOM INOEMMn' INC nwUKMlSTATBMENTSUMMMT «IOlft«.«IBll»»l.»U foufMTidNadu Comnion llacfcl Mert|.f t loim on lool tNil«: Flra Km M0lt|.|i loMt on ro«) tmio: OAK than nm Uom rrowtlo. ocnipM by !)>• conwanv CaAoiko n bM foi Ibo prnducUon o( Inoomt » Md ihort-uiw liwoflintntj Conlmttoini Dorivobvol OOwrinvostodcsMts iUoKvabtei for Hcuritios Sooirilitt Nndinc rtlnvMtotf coDltaraJ auob Aaraott WTtto4ni lor innmd nuts Sobtotoh. caA and Invailad aisata TIM plannlauS. Cbaiyad olT InvattmanlliKoma dot and aceruad UncoMcud paamluma and adanta balancos In tha couna of collacttoo DalafTad pramlumb afantr* balancat and Inatadm notytldua •couad ratrotoacttva prainlunii Amounta racovaraMa bom rabnorata Funtb Imid by Of d«i>oiit«l ««k lalnaurad aompai dbutdafaftadand Otbay amounct racatvabta undar ralnlutaitta OMVtiadtx AjnouAtt racatvabia ralaUrN to unlnsutad ptaru Currant fadaral and foraldn bicoma taa lacovarabla and Intaratt Aataon Natdafarradtaxaiaat Guaranty fondt rtcalvaUa Of an dqoHlt Finnltuia andanulpmanl. hrdintinf haalth cara dabvary auata Nat admnmanl In attau and lUUIMal Out to bnalln aaibanta talas Pnoatvahlol from parant. tubaltlladaf and atlUtataa Haaltb art and oAar amounts racatvabia Acctaflala anbadrsi rot otfrar Osan Invactad assan Total ataao aadudlpid Satrarata Accounts, daf raiatad Accounts and fratacsod Cad Acxnunis la and fiotactad OH AccaraiU UUnlrTS) 0 0 0 0 0 0 o 0 0 0 0 0 174^03,434 0 M4,1U 49,332,370 0 0 30407,325 0 4.<05.(U 0 0 0 S433439 0 4jis,ieo 32043(415 I, conttn«cnt <XH OttMT MIMmM Itxduditet tUM. HCMTIM Hid iMf) Tuwi. HcmtM Hid «Mt (MCludinc tecterat «nd fora^n incwiM tuM| Current fodtral And ftira%ii bicomA t«iwi NetdcfrrrtdtwKibWly Unttmtd prvmhimi Adwincc pranhm (•Oadtalnsuiancaina rtetcadbrccoi Funds bald by conrpany isndat talnsuranca baatlas Ampunls vvttlihald Of ratalnad by company fdf accnunt of otban Ramlttancas and hams not aOecttad Prosltionlbriainsuianca Not adjustmaots In assan and UbinUas dim to faraiin ascbanta talm Drabs diitstandlnd bayaWa to patent, o Oartvabvos Payaelabaaacutltlat PavaMaforsaculWadll 42453,333 72S4I2S 2J5SJ074 1.833.705 (4374« 0 25,933.130 44437494 0 (403.949 UabUny for amounu bald undar uMiuurad plana AuradataanRaUnsforbaUlltlts Total IUnl«tl« auludlni ptotaclad cad nabWIias Protactad cH llaldlitias Total (abllnlM FOUCyHOUKbSGSbWtOS Adiiadata smladns lor tnacSN iinplus bmds Common capital stoc* Piafttrtd capital stodh 3433.253 149,(W4(3 149.(3(4(3 1301540.117 (.ODUOOO IS for othar than ipacW sorplm Suisdus Notts Gron paid In and contflbutad surplus CEbTIFICATE I canby that Old Ibova bnanciaf stauman-L to die best of my lusoatfadda era a trua ami accuratamlf* Jon of tfia financial candWon of tha Company as of Oacar..imf 33 2013. Addltldnally. I carbfy but tfra abo-"inanciAl statamems art In atraamtnl adlb As satutorv frnandal Statamtnts Nad nofli Glaaton''" ' CFO.VPGTraasurar Surplus as radards DOOcvboldart TOTAIS and tryom to me this f lhi.7^,o.n/<c/Y, JX^'/'^ My,pat|^isiionBo* 2//^{ti LjiMm . /d. lyii>t--7> (1(4914541 130440.117 27043(43( ALV38ATURN0VTTZ Notary Pnjbltc. Stale of NewYM No. 01TU6044514 Qualffied in Wsstchester Ooiady Cotnmiasion Expires July ia 201a STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. ^ Pk^^_ Signature and Office ot individual taking acknowledgment LISA A. PHELAN Nolary Public. State ot New York Que I'^eo lu New VorK County Rtg No, OtPH62926l8 Commisaion Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000331 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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 particuiariy described as follows: Landscape subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Obligee") in the penal sum of Four Hundred Sixty Cne Thousand Seven Hundred Sixty Three and 00/100 Dollars, ($461,763) 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. NCW, THEREFCRE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said improvement obiirdtions 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 effer. Page 1 of 3 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 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: PAMl LLC, its Managing Member By: -<4^ Jonas Stiklorius Authorized Signatni-y Its: SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Page 3 of 3 POWER OF ATTORNEY III- 20000331 Ironshore 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile Its true and lawful Attornev(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"" 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 hehaif 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 T^day of August, 2013 IRONSHORE INDEMNITY INC. Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore Indemnity, inc., the corporation described in and which executed the above instrument; that he executed said instrument on behalf of the corporation byauthority of his office under the By-laws of said corporation. JUDY 6ER0EB NOTAJ Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 QUI Ulflod tn NOW Voffc count r My Commiitlon IxptiM June 01. 2014 Juc^rgeT ' 3 trger Notary Pubtic CERTIFICATE i, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HEF EBY 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 revoke and the resolutions as set forth are now in force. Signed and Sealed at this 24th Day of March , 20 is PaulS.GleWano 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 conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000331 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereal^er designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Landscape subdivision Improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") In the penal sum of Four Hundred Sixty Cne Thousand Seven Hundred Sixty Three and 00/100 Dollars, ($461,763.00) 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. NCW, THEREFCRE, the condition of this obligation is such 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 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 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 terms 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 WHERECF, 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 (NCTARIZATICN AND SEAL) By: PAMl LLC, its Managing Member Its: Jonas Stiklorius Authorized Sienatoi-y SURETY: Page 2 of 3 APPROVED AS T J FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000331 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he Is the Director of ironshore 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. JUDY BEBGCB NOTAI Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 Qu lilflod In NOW Yoifc Count t My Commlulen Ixplfo* Juno 01, 2014 Notary Public CERTIFICATE I, 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 24ih Day of March , 20 15 "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 materiai thereto, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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. NotaryPublic Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2015 SEAL: noHsHoiic iNOCMwrr mc rwWNCWL STATTMENT SUMMMtT *iafDKKnbtr9I,2au ArafKrH stocks Moc1tS8« loaRS on ml sstsM; FIssI k*m SAortfStn loans on ml aftata: Othaf than lint Hans Praoastias oczufiM by tha compaisiF Pfatmtlai Itald fas tha praOuctlao of tnconta Ihooanlaslialdfiirsala Cash, cash aqufvalasits sod fheft-tann Invastmants Contrsct losnf Dartvathas Otharinvastattassats Hacahahlaa lor sacsoWas SacorWas laridifii ralnvastatl collattral asiats karafatc wrttafns for fnwastad asaats Subtotals. caH sod InvastaO assats TWf atantalatsS. Chatsadofl fovaslmant hteamt doa and addruad UncoAactadprafniusnsandaiants tialancasfnthacdunaaleallacllot, Odiarrad pramfums. afantf'balancdsaf notyttdua Acijuad rati ijlpaitlwa pranthimt Arnooots racoMiaMa ft Dm raSnloran Funds hatd by or depofltad with ralnsur CTthor smounts racalvaMa undar ratnsu Is bookad but dtfaiiad and ocstntracts Amounta racahratda ralalinf to unlnsurad ptaru Cunont ladatal and leraff n Incdma tax racouarabla and Intarasl tharaon Hat dafonad tax aasdt Guaranty funds racalvaMa or an datsoib Fumltura and tdulpmanc Mdudini haalth cara daHviiv tssata Nat adUustfnant in aiaats and ilabdltlds dua to fpral|n aachanfa ratat PacafyabM Irom paranl. tutuhhartas and afllllatas Haalth cara and oihar amounta facahiaUa Total assats asdodlnd Safmiata Accounts. Sagrofstad Accounts and Protacsod ua Accounts From Saparata Accounti. Safraf atad Accountt and Protactad Cot Accounts TOTAU »,9(».9a( 0 0 0 0 0 0 0 0 b 0 0 0 954.119 M,23J.»70 e 0 »5a7,>2S 0 0 0 0 a.ii05,«e tl CJ99jn 0 43J9,1M ITDAMje UAiniTltS tsnsas AalnsurBnea payiUt on paid tossas and loss b commissions paysHa, cantituanl commlttloniandothar sknllsr thaigas OOiar aspansas laxdudkic taxas. Maosat and hasi Ttaaa. Aoinsas and ltds fasdudlnc Fadaral and lorai|n incoma ttsasf Currant fadaral and laralfn Incoma taaas NttdaltrrtdtaabbWly Unaarnddpramiums Cadcd talnsuranca pramlums payaMa fnal of cadb^ cor lundshaW by company undar famsuranca traatlts d by company far account of athart Ramlttancas snd hams not alloatad praMilon for rdnsuranca Nat idjirstmacils In Bssan and IWWIas doa to larallo aschanit ratts 42.AS3.9U 0 7W.IBS 7253)19 U553I74 1.423.705 «>375S« 0 2S,9«A.120 44.U7.594 PiytUt 10 purine tubddlailas and affUlatai Oarhrabvas PayaHa hraacuriSas PayaMa for lacurttiat landliM UaMIIty for amounts hold undar unhrsurrrd Mans AUiafita mttadns fartabditlas Talatllibdlbis axdurhnc protactad atd ksbllltias PrMictad cab lltHIWas Total biblWias POUCVMOlDEBrS «i RPUIS 1.4*3, ISA U94UJU U9UUU 120J40.11T Aiftatala for tiradaltorslui funds Common capital stack Prafarrad capital stock Auratata writabu far other thsn spacM surplus Surplus Notes Graospaldlnsndaar Ufiasiltnad funds fsurplusl Surplus at rsstardsDoacyhoMars (KJ9A55AI UD540.S17 2Ttl4W4U tutrificATt I certiPy that thd aboua AnanclM itatafnatiB to Bit best d my fcnaarladta are a trua and accirrBta raflactlan of lha Anandsl conditlrm of tha Company at of Dacambar 31.20U. Addlllotially, I carUfy ttiat Iha abovn finanelal ttatemams are In tiraamani wWilha Stalrrlory nnaodal Sutamanls Mad artth thaPWsnsaajhtUlfoH •'" of Insuraaouuof ma lamy data. tlGlaaion CTO. VPATraasutar a»4i«amlomalhls'?^of c/*<./y , ^.tf/V hafl*!h_jZi:a^/8 ALYJSATURKOVnZ Notary p jblic State of Newltak 'fo.01TU6044514 Quanf 3d in Wastchester Counly Comrjssion Expim July ia 2016 STATE OF NEW YORK COUNTY OF NEW YORK ) ) ss. ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 hehaif of which the individual acted, executed the instr^meirt. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary Pubi'v: State of New York Qual.' eo in New YorK County Reg No, 01PH6292618 ConiTi!;-;s!c>n L'-'pires Novomhgr 4, 2017 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 hehaif of which the individual acted, executed the instrument. J\ 9/ Qfi^ Or:i^_ 0 Signature and Office of individual taking acknowledgment LISA A PHELAN Notari- P ibiic. State of New York Quahfif- o 'n Nevv 'Vo'- County Reg N'o. G''"'Hc;'o .mg SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000330 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc., 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: Monument subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. 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 Eighteen Thousand Five Hundred and 00/100 Dollars, ($18,500) 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 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 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: PAMl LLC, its Managing Member SURETY: Ironshore Indemnity Inc. (NOTARIZATION AND SEAL) Christopher L. Dobbs-Attorney-in-Fact Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000330 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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, personaiiy came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he Is the Director of Ironshore 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. JUDY 6EBCER NOTAI Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 Qu iHtlod tn Now York CountV My Commiitlon fxplioi Juno 01. 2014 Jud^erger ' ^ Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HEREBY CERTIFY that the original Power of Attomey of which the foregoing is a true and correct copy, is In full force and effect and has not been revr xed and the resolutions as set forth are now In force. Signed and Sealed at this 24m Day of March ,20 15 A BB.r r: secretary "WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, flies and application for insurance or statement of claim containing any materiaiiy faise Information, or conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000330 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. , 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 particuiariy described as follows: Monument subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. 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 Eighteen Thousand Five Hundred and 00/100 Dollars, ($18,500.00) 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, shall 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 /^jreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. Page 1 of 3 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 terms 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 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: PAMl LLC, its Managing Member ''H'dorius Its: Autlij ymatory SURETY: Chrliroph^f L. fjobb^- Attorney-in-Fact (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attomey NOTE: Please see attached Acknowledgement and Power of Attomey Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000330 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 facsimiie on any power of attorney granted, and the signature of the Secretary, and the seal of the Company may be affixed by facsimiie to any certificate of any such power and any such power or certificate bearing such facsimiie 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, personaiiy came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEBGEB NOTAI V PUBUC-STATB OF NEW YORK No. 0TBE6222764 Qu itlflod In Now York Count t My CommiMlon ixpliot Juno 01, 2014 Notary Pubtic CERTIFICATE I, 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 revoker' and the resolutions as set forth are now In force. Signed and Sealed at this 24th Day of March , 20 15 ^:/^ Paul S. SHlfdano Secratary "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, commits a fraudulent insurance act, which Is a crime and subjects such person to criminal and civil penalties." 1*10 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 Ironshore 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 corporation 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: noMSHOM iNocMwry INC fKUNOUtTATTMEin SUMMiWr «>iilDm«lMrJl,2IIU PTVfKTld itodU Cwninon ituckt MoftSXCk toxn* OT rMl Mt«l<; Fktt Mm MOTt|X*« loOTF OT ml MUM; Olhtf than ttret ttaiu Protwttai ottupM l)v tha catnpanv Propattlat haM for tha protiuctlon of Incoma PTOPafhai haW for rata Caih. caih aquhalarm ami hMrt-tann Invaffinanti Contract loam Other InvtitartanaCi (lacolvatUoi tor carorhim Sactaflim tiodlnc ralnvaitad cotlataral auats Acirafate wrrta-ini for invostad auatl Suhtotals. cadi and Invaftad auats Tttlt plinu lau $^. fGiarfad off Invattiamtincamo Oua and accniad Uncolloctad pramluou and apants tralancoi In tha ctnina ot collactlon Oaforrod >. acants- tulancm and ImuHmants bookad bin dntarrad and not vat dua kcssuad ratroipactlva pramkrms ancHintt racovacabic from rakrurors Funds hald bv or deiiositad adtk rafnsurad comMnias Othm- amounts raoafvaUa untlar rakiunanca oMitracts Amounts racafvotita ratadnp to unlnsurad ptana Cunont fadaral and forotf n bicdma taa racovarabta and Ir Natdolanodlaxaaat Uorandaiimft Fumtturo and adidpmant, Indudinf haalth cara dtdvtrv auata Hat adkotmant In auats and lUbWtlaa dua to foraltn asdunfo latu kaoafvablas Inm parant. Ulbtkllarias and aflUlalaa Haalth cara a HracafuaMa Adprafata onttodm fpc othaf than Invostad assats Total asaats axdudin« Saparsta Accounts, 5 Accounts Hints And Protactod CtP I. Safsaffatad Accounu and Frotacsad Cak Accounts 14U»1,710 0 u.9f».m 0 0 0 0 0 a-iaxa 0 0 d CI 0 0 1745I»,4SA 0 SS4,1U 49,aj,»7tl 0 0 30J«7,»!5 0 a,««,H« 0 0 t;»34k9 0 wa,i«o 27D,42C3C 270,42k,3M UAWtinp lossos Mniumnco paysbla an puld lossut nnd Ion o lou odjostmant aaponsM oikftllirchArTui Otbar csbomus laxdudkit tkios. beanius And fads I Taxoh Hoamas and faas (aadudkid fadacal and forailn incdma tasas) Currant fadamt and forafpn Incoma taaas HaldtfaccadtaaHabWty Unaamad pramkims Advancopromkim Cadadralnsurancoiira FundchaMbycompan » promkHns payabia (nat el cadbip commisiiom) npany undtc roinsuranca imdas d or ratalnad by company Far pccmim of olhau Ramttianccs and Homi not aflomtad Prmdlion lor loimurarica Nat adjintmoob In auats and iablWias doa to fomlpn aschania nlas Omits IH PayaWi to parant. tubitdtaitat and affUlatas Oartvattvai PayaMa fnrseajFtttas Payablo IM sacuitttas landb« d2JS3,9U 0 72S3I15 2.2933774 a 2S,3S«,UP 44*37.994 0 (302.949 Total ilibliltlai aadudlni protactad call kablWies Protactad cadlabillttai Total babiMlas POUCVHOLOEItSG tUkPUJS 1.4*3,19« 149,SU3(( M9*WJ(» 120340,117 p4m lor ipaclal Huplui funds CammOT capltol stock ProfarrM copltol stock o for olhar ihMi spoctal surphn CamFICATt I certify tttar th* kbovo financial statements to the bed ot my Inoortodte ere 0 true and ecunato rofloctlon of tho ttnenctei coodttton or tho Company as of Docambot 312013. AddltionaUy. I corttfy tttal tha above ftnandal statomanu am bi Hftemant with tha Statutory finandu Sutamanls Iliad adih tha Hlim|)(tmplio»lu ol Iruuraoeui of vo uma data. oJGlaason CFO.VPATrtasurar Surplus as reeardtod TOTAIS andnaomlonrettdi rt^ .t<:.f,^o4 (»39l5S4t 120340.117 27t>,42(3»( ALYSSATURNQVnZ Notary Pubiie. Stats Of New YM NO.01TU6044514 Oualffled in Wsstchester Oounlw Commission Expiras .My ia 2016 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN NoL-iry FUDMC. State of New York Qualified in New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000332 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc., 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: Grading (Lots 1, 2 & H) subdivision Improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. NOW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") In the penal sum of Cne Hundred Eight Thousand Five Hundred Thirty Three and 00/100 Dollars, ($108,533) 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. NCW, THEREFCRE, 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 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 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: PAMl LLC, Its Managing Member Its: .lonas Stiklorius Authorized bignatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000332 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 facsimiie 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 T'*" day of August, 2013 IRONSHORE INDEMNITY INC. Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personaiiy came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBOEB NOTAt Y PUBUC-STATE OF NEW Y< )RK No. 01BE6222764 Qu itlflod m N4W York Count t My Commtiiien IXRIIM Jun« 01, 2014 Ju< Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HEREBY CERTIFY that the original Power of Attomey 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 24ih Day of March , 20 is S«cmary "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." __— SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000332 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "PrInGipal"), "), and Ironshore Indemnity Inc. . 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: Grading (Lots 1, 2 & H) subdivision improvements within Tract 16747 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16747. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Cne Hundred Eight Thousand Five Hundred Thirty Three and 00/100 Dollars, ($108,533.00) 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. NCW, THEREFCRE, the condition of this obligation is such 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 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, age-- .s 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 -"emain in full force and effect. Page 1 of 3 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 terms 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 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: PAMl LLC, its Managing Member By: Its: mas Stiklorius athorized Signatory SURETY: :opher (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore indemnity Inc. Ill- 20000332 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: Chris Dobbs, Jalene Brown, and Tracy L Carlile its true and lawful Attorney(s)-in-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and ail 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"" day of Aprii, 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 facsimiie on any power of attorney granted, and the signature of the Secretary, and the seal of the Company may be affixed by facsimiie to any certificate of any such power and any such power or certificate bearing such facsimiie 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. ACKNOWLEDGEMENT On this 7"" Day of August, 2013, before me, personaiiy came Daniel L Sussman to me known, who being duly sworn, did depose and say that he Is the Director of Ironshore 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. JUDY BEBGIB NOTAt Y PUBUC-STATE OF NEW Y >BK No. 01BE6222764 QUI iHflod m Now Yotk Count i My CommlMion IxpliM June 01. 2014 Ju^^rger Notary Public CERTIFICATE I, 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 24th Day of March , 20 15 Skcraiary "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 materiaiiy false information, or conceals 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." 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 Ironshore 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 corporation 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: rviay 25, 2015 SEAL: ROteHMl IHMMNITT INC nHANOM. ST«nM(MT SUMMMT luaiDfamiuiaxaa nam Bonb rrafKTKlitsdu Corafnoii stOTki lom DO rw) MUM: Rnt UMU MortfH. kum on rwl MUM: OHIM Itun tint Unm OrooMtUt oecupUO W tlu coupmnr ProponUs MM lot flu OToflucflon KInccnu protuitlHMMforuU Cuh. cuh MonuUfiU MHl ourT-Ufm invostnunb Cofltuctlonm DMIVIUVM OtMf imoxUdMWtx McMnblM lor IMWMM MOMUM Wodinx rclnvosufl rolltUrol nuoU JMBUffou wflUUnr for intufufl tuott SufatoUb. caflt Mid inrOfUfl MSMS TilUplinnlMl$. Ouiflodofl lovoitmont Incorot do* pnfl pccmofl miiooi MM MMIU balancM In flu courw of collMflpo inU booMfl but flotatnfl MM not vol dot Afnouno rpdootubtc from rnbrwrorp FoiMl IMM by or deposltoil otfli rMnturad comppnUl OOur Hnounu rocMMt ulMor rMooiuoro rootrM Amounu rocobmbte roUflnf to uoiiuurud pUni Curront iMUrol MM foroUn breafru tu rwoonrabU MM Inuroct Hrtroon NMrUhrrodUxaiMt Gunranty fUTMl rocolvnbU or Mi dnpolb Fornltura aiM ariuiooianl, bidndint baalfli cara dallMiy atun Nat admstnaot In aiaau anil UalMlflM flua to faraUo anriianaa ratal •ocalvablas trotii paiont. wbtMUrUa aiM atlUlalH Naaltb cara arM otbar amounu racotuabia Actragata wrttadns tor oflur fltan Irrvaitarl aaaU Total ataatl aidudlnfl 9 Adcounu uounu, Tacufatad Aceauntt and Orotactod Cad From SaoaraU Accounti. safrafatod Aceauntt and Protactad CM Arxoiaiti TOTAU M.MOJOC 0 0 0 0 0 M»*T» 0 0 o t 0 0 1743M3S4 0 »54,1U 4»,a2470 0 9 303*7*25 0 0 4ja.uo 270*2(335 nca OfytbU on paid lonM and loai o Laaadfiritrt Cammladooi oavaOU, cot r dmilar tbarfM Oflui auuniM laitludinf uiai. (catiiM MM laail Taiai. (caniM and MM |auludtn( Fadaral and forailn Incorna UIMI Currant fadaral and tiMolfn Incoma UPM Nat dalerrad taa Babtdty Unaamad ptamlumi Advanca promiim Cadtdiali a|iMtolcadb<coi mil Fundi MM by compiny undar ralnturanca troalUi Amountl wtthluM or raubud bv compariy for aoounl of othan damlluncH uM bami not ajlocatad Provttton Mr rabnuianoa Nat adlunmaau lb auatl MM (awnUM dua to toralin anMnta nui (2*S3,3U 0 73II23B5 725*19 2*55*74 1.(23.705 (,4373S« 0 25,MI,12a 44*17394 0 10*47*32 PaxHa to paraat. uUMiariM and affUlatM OarbmllvM PayabUfotwcufttlM PayafaU for lacuitdM ModbM UbMlltvforamoonttlMW uodar uMruurbd pUni AuralaU arrlUdni tor tObdlllH TottlUabdlflM obdudfni protwud md MbllttiM Protactad cad UaWltMi Total labdlflM POUCVHOIOEIKG SUIIPUI5 l*d3.15» 149,SSC*(d 149*K*(d 120340,11? o Mr ipadM urplui Modi Common cnplUI lUdi Pratarrad uptta) itoU u tor oUiM Aran ipacial rurptw (undulNoUl GroM paM In and contrlbuud MrpMl d fundi liurptbtl CEKTlflCATt I carflty itMl SM aboua IbiMKlal suumontt to flu bes of my knoarladdo am a trua and acoirala roflacflon of IM financial toodmon of flto Company H of DacambM 31, 2013 Addlflonally. I corflfy Itut tho above tlnanflat mtomanti an bi airaamam vvftb Iba Statutory Hnancial Slatamantt Mad arWi fliaf dtiiydil >bf aiaai lat of Iniuroaoa**of^tamadata. CTO. VPdTraaIurar Surfllul at tadatdi Dobcvhoidan TOTAIS MM nram to ma the ' ..cy. /(fl/y, 3^a4 (»J9(3S4I 120340.117 ALYSSATURNOVnZ Notaiy PubOc State Of NewKMc NO.01TU6044514 QualRied in WBStchester Ooia«y Comnteion BipiraB July ia aofe STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, personally known to me or proved to me on the basis of satisfactory evidence to he 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 instrume«U Cf^42<y ptfyQr^ ) Signature and Office ^individual taking acknowledgment LISA A, PHELAN Notary Piihi.c State ot New York Qualified .ri Nf vv VorK County Reg No. 01PH629S618 Commission Expires November 4, 20 i 7 RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, OA 92675 AND WHEN RECORDED, MAIL TO: Maria Morris, CMC, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 &6103 City of San Juan Capistrano This Space for Recorder's Use Only AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT {Subdivision improvement Agreement Tentative Tract Map 16749) This AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT for Tentative Tract Map 16749 ("Amendment") is dated as of , 2015, and entered into by and between LV PACIFIC POINT LLC, a Delaware Limited Liability Company ("Owner"), whose mailing address is 3121 Michelson Drive, Suite 200, Irvine, CA 92612 and the City of San Juan Capistrano, a California municipal corporation ("City"). R E CI TALS: WHEREAS, SJD PARTNERS, LTD., a California limited partnership ("Former Subdivider") entered into a Subdivision Improvement Agreement Tentative Tract Map 16749 with the City dated December 6, 2005, and recorded in the Official Records of Orange County, California ("Official Records") on December 29, 2005, as Instrument No. 2005001036237 ("Original Agreement"), which provides for Former Subdivider to construct certain Works of Improvement and perform other obligations relating to the filing of a Final Map of Tract 16749; and, WHEREAS, Owner is the successor-in-interest to Former Subdivider 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, the Owner was assigned and assumed the responsibility to perform that certain Work of Improvement thereon as hereinafter set forth and as identified within the Original Agreement for Tentative Tract Map 16749; and, -1- Amendment #1 and Reinstatement of SIA Tr16749 Attachment 16 WHEREAS, Owner proposes to do and perform certain Works of Improvement thereon as hereinafter set forth; and, WHEREAS, Owner has requested, and City has agreed, to extend the time period for Owner to complete the Works of Improvement required under the Original Agreement, as set forth herein; and, WHEREAS, Owner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds ("Bonds") with new Bonds for 100% of the remaining Works of Improvement as defined within this Amendment in the amounts shown on Exhibit "A" attached hereto; and, WHEREAS, By this Amendment, City and Owner propose to restate and amend the Original Agreement in its entirety as set forth herein. All terms not otherwise defined or amended herein shall have the meaning ascribed in the Original Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. General Requirements: Owner shall comply with all the remaining requirements specified In the (a) "AMENDMENT TO 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)" dated November 15, 2005, and its subsequent amendment and restatement dated , 20 , (Collectively referred to herein as the "Improvement and Reimbursement Agreement"); (b) the "WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES", dated September 2, 2003, Its subsequent amendment dated March 16, 2004 (collectively referred to herein as the "Water Facilities Agreement"); (c) the "AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196", dated May 4, 1999, and its subsequent amendment dated , 20 , (Collectively referred to herein as the "Water Facilities to Serve Tract 14196 Agreement") and (d) the applicable Conditions of Approval set forth in City Council Resolution No. 92-6-16-04 (for Tentative Tract Map 14196) and all applicable Conditions of Approval set forth in City Council Resolution No. 03-09-16-06 (for Tentative Tract Map 15609) and shall, at its own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of improvement (the "Works of Improvement") set forth in Exhibit "A" -2- Amendment #1 and Reinstatement of SIA Tr16749 hereto and as defined within the approved Improvement Plans for Tract 16749, to the satisfaction of the City Engineer. Such Works of Improvement shall include, but not be limited to, the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement, and the construction of all required off-site infra-structure and circulation improvements as set forth in Paragraphs 1.2 and 1.4 below to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east (15% fair share), which are included within the Improvement and Reimbursement Agreement, as well as, any improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% Ortega Highway & 1-5 Northbound Ramps: improvements: Construct westbound free right turn lane. Fair share: 0.8% Furthermore, prior to the issuance of the one hundred and fifty-first (151st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements which are included within the Improvement and Reimbursement Agreement. The final cost estimate shall be reviewed and determined by the City Engineer: La Novia Widening A/alle Road Project to 2500 feet east -3- Amendment #1 and Reinstatement of SIA Tr 16749 Improvements: Widening to secondary standards. Fair share: 15% Sipnalization San Juan Creek at Valle Road Project Improvements: Signals and intersection improvements. Fair share: 38% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^' Certificate of Occupancy, the applicant shall design and construct the off-site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. Fair Share: 94% 1.3 Construction of Avenida CaliforniaA/ista Marina. Prior to issuance of the one hundred fifty-first (151st) Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California and Vista Marina Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151®' Residential Building Permit any section of Avenida California Street and Vista Marina leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction. Prior to the completion of Avenida CaliforniaA/ista Marina, or the issuance of the 151®' Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, 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 below shall be -4- Amendment #1 and Reinstatement of SIA obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane. Fair Share: 8.4% Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen Valle Road to a two-lane divided roadway including traffic signal and power pole relocations, necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 38% Valle Road from 1-5 to Forester Ranch Road: Improvements: Widen Valle Road to commuter standards, including necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 72% La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Construct the La Novia Avenue approach, Valle Road approaches, and the 1-5 NB Ramps as part of a circular one-lane with shoulders round-a-bout pursuant to the approved improvement plans. Fair Share: 37% 2. Security: A. Cwner shall, at all times, beginning with the execution of this Amendment, guarantee Cwner'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: (i) A Faithful Performance Bond to ensure faithful performance of this Amendment in regard to the Works of Improvements be installed by Cwner in the amount of 100% of the estimated cost of construction of such Works of Amendment #1 and Reinstatement of SIA -5- Improvements (110% for remaining water related improvements to be installed by Owner) as shown in Exhibit "A" attached hereto; and, (ii) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the Works of Improvements required to be constructed or installed pursuant to this Amendment in the additional amount of 100% of the estimated cost of construction of the Works of Improvements to be installed Owner (110% for the remaining water related improvements to be installed by Owner) as shown in Exhibit "A" attached hereto; and, (iii) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and in addition to the security instruments referenced in Article 2(A), Owner shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Cwner shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Cwner shall provide a Landscape and Irrigation Warranty Bond warranting the landscape and irrigation Works of Improvement for a period of one (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Amendment #1 and Reinstatement of SIA Tr 16749 -6- Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA"). All Security Instruments required by this Amendment, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, 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 Cwner's written request following acceptance by City of the Works of Improvement and Cwner's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Cwner's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Cwner has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Cwner's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HCA will be determined by a separate agreement between the developer and the HCA. 2.1 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, CIdwick, New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (ii) Payments under the Security Instruments shall be required to be made (and, with respect to bonds, litigation shall be Amendment #1 and Reinstatement of SIA Tr 16749 -7- required to be instituted and maintained) in the County of Orange, State of California; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Cwner's completing the Works of improvement, in accordance with Article 3 herein; (iv) The Security instruments shall reference Cwner'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. 3. Time of Completion: All of the Works of Improvement shall be completed no later than January 16, 2017. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Cwner. Cwner shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Article 19. In the event that Cwner fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Cwner, or his surety as herein provided. The City may require Cwner, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of Article 3 herein, Cwner's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Cwner, including, to the extent applicable, adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice from Cwner or its contractor detailing the grounds for Cwner's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof), Cwner shall -8- Amendment #1 and Reinstatement of SIA Tr16749 cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Cwner's failure to timely perform Its obligations hereunder, Cwner recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11- 66499.20-3/4. In this regard, Cwner agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in Article 3 above or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Cwner after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Amendment shall be effective on the date that the Amendment is recorded by the County of Crange in the Cfficial Records. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed under this Amendment within an area delineated on a Final Map, the Cwner must file a written statement with the City Clerk and City Engineer, signed by the Cwner, to the effect that Cwner has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Cwner shall, at Cwner's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. 7. Definitions and Cwnership of Improvements: The term "Improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street -9- Amendment #1 and Reinstatement of SIA Tr 16749 lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Owner subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Amendment shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Cbliqatlons of Cwner: Notwithstanding, the fact that Cwner's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Cwner of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplements and revisions prepared by Cwner or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Cwner warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Cwner shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Cwner shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications: The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Cwner shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Cwner shall complete a functional or operable Improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of Amendment #1 and Reinstatement of SIA Tr16749 -10- information necessary to carry out the full intent and meaning of the plans and specifications, Owner or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Cwner: Cwner shall give personal superintendence to the Works of improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Cwner. In the event the Cwner is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Cwner shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City: Cwner shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Cwner shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Cwner or the contractor of any obligations to fulfill this Amendment as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. Amendment #1 and Reinstatement of SIA Tr16749 -11- No inspection or acceptance pertaining to specific parts of the Works of improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this shall be repaired or replaced, by the Cwner, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Amendment by Cwner and Cwner's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Amendment and without notification to any of the sureties referenced in Article 2 of this Amendment, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Amendment and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Amendment that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Cwner or Cwner's contractor In writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by -12- Amendment #1 and Reinstatement of SIA Owner or its contractor shall be binding on City unless approved in writing by the City Engineer. 15. No Warranty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Cwner or its consultants or contractors, and City makes no representation or warranty, expressed or implied, to Cwner or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance, Iniury or Damage: Neither the City nor any of its officers or agents shall be liable to Cwner or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Cwner 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this Agreement, Cwner (if performing work itself) or Cwner'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 Cwner or its contractors, as primary insureds, and of the City, its officers, elected and appointed officers, agents, and employees, as additional insureds, and shall 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 Cwner hereby releases and agrees to defend (with legal counsel selected by Cwner 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. Amendment #1 and Reinstatement of SIA Tr16749 -13- damage and liability, howsoever the same may be caused and whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Owner, the Owner's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liability of Owner: The Owner agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Owner at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Cwner's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Cwner's Expenses: The Cwner shall pay these additional expenses: a. The Cwner shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Cwner shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Cwner be entitled to additional inspections or final inspection and acceptance of any of the Works of Improvement until all City fees and charges have Amendment #1 and Reinstatement of SIA -14- been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. Owner shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in Article 3. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Cwner agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Cwner's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Cwner, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one (1) year after City Council acceptance of the improvement work performed under this Amendment, any of the improvements or work done under this Amendment fails to fulfill any of the requirements of this Amendment, or the specifications referred to herein, Cwner shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Cwner fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Cwner can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Cwner shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. Amendment #1 and Reinstatement of SIA Tr16749 -15- 23. Warranty: Without limiting the foregoing, Owner warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) months after completion and written acceptance thereof by the Director of Public Works and Utilities Department and by the HCA. Cnly the warranty security for the landscape improvement shall be posted with the HCA. All other security instruments shall be submitted to the City in accordance with Article 2. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default: 24.1 Remedies Not Exclusive: in any case where this Amendment provides a specific remedy to City for a default by Cwner hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Cwner's default hereunder, in the event Cwner shall fail to timely perform any work required to be performed under this Amendment and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Cwner shall fail to diligently pursue the cure of any such default to completion. City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Cwner and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Cwner's performance of its obligations under this Amendment or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs Incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such -16- Amendment #1 and Reinstatement of SIA Tr16749 fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Cwner shall file in the Cfficial Records a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Cwner shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This Amendment shall not be assignable by Cwner without written consent of City. Amendment #1 and Reinstatement of SIA Tr 16749 -17- IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 20 , 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. OWNER CITY OF SAN JUAN CAPISTRANO LV PACIFIC POINT LLC A Delaware Limited Liability Company By: Derek Reeve, Mayor Jonas Stiklorius Name- Authorized Signatory Its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit A Amendment #1 and Reinstatement of SIA Tr16749 -18- OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) Cn the7 day o\ppM^ \x\e year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared JofMS <S7^if(^fg)/7r^, 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. Notary Public LISAA. PHELAN Notary Public State of New York Qualifiec u Mew York County Reg No. 01PH6292618 Commission Expires November 4, 2017 Amendment #1 and Reinstatement of SIA Tr16749 -19- Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF SUBDIVISION IMPROVEMENTS Final Tract Map 16749 I hereby certify that the following improvements in Pacifica San Juan Final Tract Map ("FTM") 16749 have been completed, to wit: Schedule of Improvements Total Amount Percent Complete Remaining Amount or Bond Amount Street Improvements $0 NA $0 Water Improvements $0 NA $0 Sewer Improvements $0 NA $0 Drainage Improvements $0 NA $0 Landscape and Irrigation $342,692 75% $85,673 Monumentation $14,500 0% $14,500 Off-site Public Improvements (1) NA (1) Total Works of Improvement $357,192 72% $100,173 (1) With Improvement and Reimbursement Agreement Street Improvements The Performance Bond is for the amount of Zero Dollars ^$ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars ^$ 0). (100% of Column 4) Water Improvements The Performance Bond is for the amount of Zero Dollars ^$ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars ^$ 0). (100% of Column 4) Sewer Improvements The Performance Bond is for the amount of Zero Dollars {$ 0). (100% of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 16749 1 of 3 Exhibit A The Laborers and Materialmens Bond is for the amount of {$ _0). (100% of Column 4) Zero Dollars Drainage Improvements The Performance Bond is for the amount of ^$ 0). (100% of Column 4) Zero Dollars The Laborers and Materialmens Bond is for the amount of Zero Dollars _($ 0). (100% of Column 4) Landscape and Irrigation The Performance Bond is for the amount of Eighty Five Thousand Six Hundred Seventy Three Dollars {$ $85,673 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Eighty Five Thousand Six Hundred Seventy Three Dollars {$ $85,673 ). (100 % of Column 4) Monumentation The Performance Bond is for the amount of Fourteen Thousand Five Hundred Dollars ^$ $14,500 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Fourteen Thousand Five Hundred Dollars {$ $14.500 ). (100 % of Column 4) Off-site public Improvements The Performance Bond is for the amount of Zero Dollars {$ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars ($ 0). (100% of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 16749 2 of 3 Exhibit A SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the remainder of the in-Tract FTM 16749 improvements, agreed to be performed by the Owner and Subdivider to be One Hundred Thousand One Hundred DATED: ACCEPTED BY CITY ed Sei)@git^t hree Dollars ($100,173) Doug Staley (ROE Noy^8796) President Hunsaker & Associates Irvine, Inc. 3 Hughs Irvine, CA 92618 DATED: Steve Kooyman, P.E. Assistant Public Works Director Subdivision Improvements Agreement Pacifica San Juan, FTM 16749 3 of 3 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000334 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc., 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: Landscape subdivision improvements within Tract 16749 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16749. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbiigee") in the penal sum of Eighty Five Thousand Six Hundred Seventy Three and 00/100 Dollars, ($85,673) 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. NCW, THEREFCRE, the condition of this obliga+ on is such that, if Principal shall promptly and faithfully perform said improvement ligations 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 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 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: RAMI LLC, its Managing Member Its: jonas Stikloria? Authorized Sig' SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000334 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: Chris Dobbs, Jaiene Brown, and Tracy L. Carlile 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""* 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 Dirertor 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BERgER NOTAI Y PUBUC-STATE OF NEW Y >RK NO. 01BE6222764 Qu mti In Now York Count t Jud^rger ' ^ My Commlitien ixpliM Juns oi, 2014 erger Notary Public CERTIFICATE I, 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 24ih Day of March , 20 is 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 conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000334 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Landscape subdivision Improvements within Tract 16749 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16749. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbllgee") In the penal sum of Eighty Five Thousand Six Hundred Seventy Three and 00/100 Dollars, ($85,673.00) 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. NCW, THEREFCRE, the condition of this obligation Is such that If the above bound Principal, his or Its heirs, executors, administrators, successors or assigns, shall In ail 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 ail respects according to their true Intent and meaning, and shall Indemnify and save harmless the City, Its offers, agen*o 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 r maln In full force and effect. Page 1 of 3 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 terms 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 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 By: Its: Jonas Stikloriv • Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000334 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: Chris Dobbs, Jaiene Brown, and Tracy L. Carlile its true and lawful Attorney(s)-in-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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBCiB NOTAI y PUBUC-STATE OF NEW YORK NO. 01BE6222764 Qu«im»d In Now Yottc County My CommlMlen IxpliM Juno 01, 2014 Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HERF3Y 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 .nd the resolutions as set forth are now in force. Signed and Sealed at this 24th Day of March , 20 is A^ Paul S. a^aiw Secrstary "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." .sta 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 ironshore Indemnity Inc., the corporation described in and which executed the above instrument; and that he signed his name thereto by authority of the hoard of directors of said corporation 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 Jaiene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: noNtHon motman ik nNANOM STATEMENT SUMMIir A»<>ID«mlOT Skuas Comtnonnsdu MortEMt town on iMi MUM; First M«M MorlEMo looni on root Ofmo: Ottisr thon first Utru Proiroftlos oroNiM by «« «nM«s rs Itolfi for tSw prortucUori of litcems Frofiortlos liokf for sslo Colh. auh Ofiorvakriti anfi rtlort-urm InvostmoRts CoritrsTf toons OttMslttvcstarlosMts KosonroMnlorsooi'ttios Socuttttts tondinfi rolnvtstofi rotlolorol ssirtts SorofSto »ltto4ns for Insostvi tssots Sulitotits. to* onfi ioMStofi ossots THttpltntslouS. OMrEorlofl (nvostiocntrncomt fiwf onO occrtNfi Uncofloctod prsffllimi ontf ofitnts bolancts in tfi* mrso of ralloctlart Dfforsofi promlunA ofionts* bolsnt not sot dirt Arxnrod rotrrripocllso promiums Fun* hold by or dottodtod aitttr rMnitrrM eompoidol OttMS omounts rootfvaUo undor rofnlrrronco rontroctl Arnounu rocolvobic rofolinfi to unltuurod ptins CiriTunt fadoroJ ond lorofin Ineomo tax rocomroUa and Intorast thtroon Not dotofsod tax allot fiusrontv fsodt rocofvoWo or m dopoiit Fonttturo and oriidpnionl. htditditifi hooltk <aro dolivotv ttiots Not odhmmoot In ossots and llabartios diio to foroltn o>ibon(o raios •arofvablot front patdttt. ttiMldlorfos Slid olfillolos AfifrofOta tvtttodni f* odtor tban invastad ostott Total astati aadudlnfi Saparata Acmuntl, Saf ratatad Accounti and protactad Call Atcounts Fro* Separata Arxounts. Sa| o anrf Protactad Cod Atooonti TOTAU UkOSkTSO 0 0 a 0 0 0 S.SSII4» 0 0 0 9 0 0 mjoSASd 0 9S4,1U 49,23J.»T0 0 0 0 a.fiOS.M 0 0 4jis,ua 27(1A2S4SS '"r4M,S» UAllUTfCS ftelnauranca patnbla on paid k r.cPittin(anto It and otttar ibiiltar Ghatsat othar aapenias laadinfint taaaa. Soantat and foaa) TaaoA fioaniae add «•« lasaludlni federal and fpraffio ineoina taaai) currant fadaral and loralfio hKoma taaal Nat dafarred tax fiaUlrty Odvanoapramhrm Cadad ralnauronca pramiumf payaMa fitat pf earfinc coitiinlsttonst Fort* bald by cgtppiny under ralnturanca traatlat OntorrntsudtMiald or ratatnad by company for actooni of olhart fiaffllttancas and hami not allocatad Prmdlion for rabnuronco Nat adpistmanis In aasall and fiabllidot duo to toralio aschania n Drafts outstandloc PayatiB to paraot, tubddiorfot and affUlatas Darfsatlvos PayabtafoTSacurftlat Payibia fos taoiiftias landlia 4ktSS,SW 0 7JS*« kSSS4J74 i.a2S.ms «AST5S» 0 2S.StS.lM 44.tt2.5S4 S IftMJdltt UaWllty for omoonts hold uodar unhdorod plans Attrttata urtftodns far tobtUtlts Totaftabtltliaaicdudlnf protactad mtllablwiat ProMclodcotllabiWiai Total fiablWias POUCVHOUtEllSS SUltPlUS Alttatata tmtadni lor ipadal lurpliit fun* kdtS.lSd 14»4t«Jtt 14Sttt.2St U0.S40.1IT Common capttal ttacA Prafarradcapttalnart Aftratata wrrftadru for rrtfiar ttian tpactaf surplua Surplus Nclas Gross paid In snap biwrpluil CEimflCATt I cartify tftat rfta Nboua financial sttlcmants to the best nf my totoudadta art a true and acorrota lafiactfon ol the financial oandltton of dia Company as of Oacambor 3L 2013 Addltlpnalty. I cartffy tftat tfte aborue fiitancIN statamams are In acraotnom srMt Ota Statutory Finandal SUtomants Nad otth the slaAuta fibiitfiiii of Irmirumam of ma lama *ii. CEO, VP ft Traasurar Surpttd IS retar* pcacvfteudan TOTAIS aAdtyramtamatl* I d?ij..c if,:>-<9i'^ (MJSftSSdl 120540.137 270.42tjit ALVSSATURNOVnZ dftotary PubOc. State of New Ubik NO.01TU6044514 OuaHfied In Westchester Oounly Comnntaion EMpirae JuV ia 2018 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 instmment, the individual, or the person or entity upon behalf of which the individual acted, executed the instmment. AAAA. Af - Signature and Office of individual taking acknowledgment LISA A. PHEL AN Notary PuTiic State at New York QuaHiec m t\ipw ^'vnr. County Reg No. 01PH6292618 Commission Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000333 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Monument subdivision improvements within Tract 16749 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement fc r Tract 16749. NCW, THEREFCRE, we, the Principal and Surety are hei' rmly bound unto the City of San Juan Capistrano, (hereafter called "Cbiigee") in the anal sum of Fourteen Thousand Five Hundred and 00/100 Dollars, ($14,500) lawful money of the United States, for the paym^^ i of which sum well and truly to be made, we bind ourselves, our heirs, e jcessors, executors and administrators, jointly and severally, firmly by these preser NCW, THEREFCRE, the condition of this obliga jn is such that, if Principal shall promptly and faithfully perform said improvement of gations within the fully executed and recorded subdivision improvement agreement, len the obligation shall be null and void; otherwise it shall remain in full force and effe^.. ='age 1 of 3 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 WHERECF, 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 Its: Authorized Signatory SURETY: (h OTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000333 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: Chris Dobbs, Jaiene Brown, and Tracy L. Carlile 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"" 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 f Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY DERCEP NOTAJ Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 Qu illflftd In Now York Count r My CommlMlon ixpltot June 01, 2014 Notary Public CERTIFICATE I, 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 24th Day of March , 20 15 Secrettrv "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000333 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Monument subdivision improvements within Tract 16749 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16749. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbiigee") in the penal sum of Fourteen Thousand Five Hundred and 00/100 Dollars, ($14,500.00) 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. NCW, THEREFCRE, the condition of this obligation is such that if the above bound Principal, his or its heirs, executors, administrators, successors or assigns, shall in ail 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 \n e and in the manner therein specified, and in ail respects according to their true ' itent and meaning, and shall Indemnify and save harmless the City, its offers, a^ ants and employees as therein stipulated, and, as necessary enter Into a Subdivis' n Agreement, then this obligation shall become null and void; otherwise it shall be an , remain in full force and effect. Page 1 of 3 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 successfuiiy enforcing such obligation, al! 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 terms 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 WHERECF, 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 (NCTARiZATICN AND SEAL) By: PAMI LLC, its Managing Member Its: Jonas Stiklorius Authorized Signalury SURETY: NiCTARiZATiCN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000333 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: Chris Dobbs, Jaiene Brown, and Tracy L. Carlile 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEROEB NOTAJ7PUBUC-STATE OF NEW Y6RK NO. 01BE6222764 QU Hlflod >n NOW Yotk Count j My Commlition IXOIIM Juno 01, 2014 Jut^erger ' ^ Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO HViEBY 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 revok d and the resolutions as set forth are now in force. Signed and Sealed at this 24m Day of March ,20 15 "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, commits a fraudulent Insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation to the Subdivision Faithful Performance, Labor & Material Bond for LV Pacific Point LLC. In Witness hereof, I here unto set my hand and official see Notary Public Jaiene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: ttONSHCWE INtCMWrrilK nNANCMl STATEMENT SUMMAAT AioTEMmkMSknU ASSETS Botds SrafNTwl itodcT Cemmon ttMlu MensM« iDNu on ml •Natt: Flm Ntm Monialo Inxi on ml OTOM: Othtt dan din ll«u Orofwrtloa occupM by fia compaov Prooonas laM for tho production of Incomo ProoOftMlMdforsNo Co*. Co* oqufvoloittf md dMct-af* llraostnwna Contract town Otfarlramtodomti RocoOnMos tor tocvrtdos Socurrdoc Itodinf rolnvtftod colararal ouotx Acsrasoa wrttodns tor invoftod cuou Subtoak. CO* and Inutftad aiaats Tint pNna au S. Chatlod off brvaatinant Incdcna dot and acenad I botancaalnthacouraofeollactioo Dofartad praffilumA afonta* balancoa and Inab notvtldta Acotiad ralriupaclliia prantanta Ainounti racovdraba trorn robuuron Pun* faW by or dapoiftad Mffth raliuurad con Ottar amouna rocafvoba undor rabinoonco r PoiounttrocobraM (Uonliuuradpani Currant fodoral and Mrolcn brcona taa racowaraba and Inanan *arnoo Naldararrodtaxaraot Guaranty runda rocafvaba or an dapo* Furaltura and adapnanl. Indudlnd hoal* can daUvtry aitm rat adtuatmant Jn aasata and UabdltJol duo a foralcn oxrdunaa rata* lacaaabai from patant. uibaldlarioa and alllllaa* Haal* cara and o*ar anroonta raralvaba ACfrosPa iPtJtodRl for oltar dtan Imoitad astatt Total aiaats aadudlnfi Saoaraa Accounts. Satrataud Accounts and Protadud Cafi 14UB1.7M 0 0 0 0 0 0 t5»5M 0 0 0 0 0 0 174JOSAM 0 K4,US 4j.aJ5ro 0 0 305«7,a2S 0 4.iia$A« 0 0 0 0 4J2S.a«l 37«>264«S UAfiitmts lasias fidnauranco payiMa so paid toaias and lots 0 Lost adjunmant aaponioi vibnlkar diarsaa Otbar aipatuoi taxdudlnfi tarn. Seaniaa aod fsaaj Tarn, KoanMi and fOoa |0acfudJn{ fadaral and foraJin Jnconra tarn) Currant fadaral and finalfn hKoma tajMS Ntldarerrtdtaaliabrbly Unaarnad pramiumt Advancapramium Cadad ralniurance pramiumt portM* tnat ol carSr« comnusif oris) Pun* btid by company undar lalnauranca traatJas •mouols wKMrald or ralilnad by company lor occnunt oT othors fiomlttoncas and bams not afioeatad Proulllon Por ralniuranca Nat adjustraants In atsola and fiabmuas duo to fcraJfin aachonca rata* Oralis outstandUifi PaysUt to parent, subddiaitas and atTUIaiai Dadvatbras PayabfatoraacurlGos PayaMa for socuitti* ImdlTN 4US3.su 0 77>t24BS TISJIlS 3JKJG74 im.TOS fiA3T5S» 0 2S.3M.130 445«75S4 0 CJ01.S43 AdtiUf Ma unftadns lor toMUllas Total UabMtlaa aadudlni protactad cod fiabUWaa ProloctodcaHllabiliHas Total UablWios POUCyMOLOEBSS iURPtUS L4U.1SA M»,tU5H 1435MJ«» U<ll540.ltT From Soporato Accounts. Sofr* a4m for ipucial turplw tun* Common capital itocS ProPmrad capKol ttodi IS foe olhar than tpadal tofM* Surplus Notoi Gross paid In and contrtbulad surplus Surplus as radar* Pol TOTAIS (1CJS85S4I 130540.117 CfllTlfltATT I cartfPy tprac tfio ofarm ft a Id my knourladfio sra a true and acxiirato rofiacdon of Ibo financial condWon cf *o Company as cf Docambar 31.10L3. Additionally. I caitify tlsK *o abooe financial staiamcnis n m tfiraomam Willi tho statutory financial Sutamanls Mad wttn BiotfiUniliu Unniniii of Insumacooa of mo rams *ia. alGloasoo CPO.VPATrtaiurar andawomlomctf* 7£AJ. ALVSJATURNQVnZ Notary Pif diie. Stats o( New KM NJ.01TU8044514 Qu!^ J in Wsstchestar Oounta Corniri'ssion &pire8 fitaV ia 2010 STATE OF NEW YORK COUNTY OF NEW YORK ) ) ss. ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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.^A ^ P>LJ^C^C Signature and Office of individual taking acknowledgment Uu i|.f...c .r. Nm* v;,-K Count" rteg'.-o. 01PH6299618 ' commission Expires November 4 2017 RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, OA 92675 AND WHEN RECORDED, MAIL TO: Maria Morris, CMC, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 &6103 City of San Juan Capistrano This Space for Recorder's Use Only AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT {Subdivision Improvement Agreement Tentative Tract Map 16750) This AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT for Tentative Tract Map 16750 ("Amendment") Is dated as of , 2015, and entered into by and between LV PACIFIC POINT LLC, a Delaware Limited Liability Company ("Owner"), whose mailing address is 3121 Michelson Drive, Suite 200, Irvine, CA 92612 and the City of San Juan Capistrano, a California municipal corporation ("City"). RECITALS: WHEREAS, SJD PARTNERS, LTD., a California limited partnership ("Former Subdivider") entered into a Subdivision Improvement Agreement Tentative Tract Map 16750 with the City dated July 3, 2006, and recorded in the Official Records of Orange County, California ("Official Records") on July 31, 2006, as Instrument No. 2006000508128 ("Original Agreement"), which provides for Former Subdivider to construct certain Works of Improvement and perform other obligations relating to the filing of a Final Map of Tract 16750; and, WHEREAS, Owner is the successor-in-interest to Former Subdivider 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, the Owner was assigned and assumed the responsibility to perform that certain Work of Improvement thereon as hereinafter set forth and as identified within the Original Agreement for Tentative Tract Map 16750; and, -1- Amendment #1 and Reinstatement of SIA Tr16750 WHEREAS, Owner proposes to do and perform certain Works of improvement thereon as hereinafter set forth; and, WHEREAS, Owner has requested, and City has agreed, to extend the time period for Owner to complete the Works of improvement required under the Original Agreement, as set forth herein; and, WHEREAS, Owner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds ("Bonds") with new Bonds for 100% of the remaining Works of improvement as defined within this Amendment in the amounts shown on Exhibit "A" attached hereto; and, WHEREAS, By this Amendment, City and Owner propose to restate and amend the Original Agreement in its entirety as set forth herein. Ail terms not otherwise defined or amended herein shall have the meaning ascribed in the Original Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. General Requirements: Owner shall comply with ail the remaining requirements specified in the (a) "AMENDMENT TO 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)" dated November 15, 2005, and its subsequent amendment and restatement dated , 20 , (Collectively referred to herein as the "Improvement and Reimbursement Agreement"); (b) the "WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES", dated September 2, 2003, Its subsequent amendment dated March 16, 2004 (collectively referred to herein as the "Water Facilities Agreement"); (c) the "AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196", dated May 4, 1999, and its subsequent amendment dated , 20 , (Collectively referred to herein as the "Water Facilities to Serve Tract 14196 Agreement") and (d) the applicable Conditions of Approval set forth In City Council Resolution No. 92-6-16-04 (for Tentative Tract Map 14196) and all applicable Conditions of Approval set forth In City Council Resolution No. 03-09-16-06 (for Tentative Tract Map 15609) and shall, at its own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works of Improvement (the "Works of Improvement") set forth in Exhibit "A" hereto and as defined within the approved Improvement Plans for Tract -2- Amendment #1 and Reinstatement of SIA Tr16750 16750, to the satisfaction of the City Engineer. Such Works of Improvement shall Include, but not be limited to, the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures In accordance with the National Pollution Discharge Elimination System (NPDES) requirement, and the construction of all required off-site infra-structure and circulation improvements as set forth In Paragraphs 1.2 and 1.4 below to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east (15% fair share), which are Included within the Improvement and Reimbursement Agreement, as well as, any improvements not included In the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal Improvements In accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the Issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% Ortega Highway & 1-5 Northbound Ramps: Improvements: Construct westbound free right turn lane. Fair share: 0.8% Furthermore, prior to the issuance of the one hundred and fifty-first (151st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements which are included within the Improvement and Reimbursement Agreement. The final cost estimate shall be reviewed and determined by the City Engineer: La Novia Widening Nalie Road Project to 2500 feet east Improvements: Widening to secondary standards. -3- Amendment #1 and Reinstatement of SIA Fair share: 15% Signalization San Juan Creek at Valle Road Project Improvements: Signals and intersection improvements. Fair share: 38% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^' Certificate of Occupancy, the applicant shall design and construct the off-site improvement listed below to Its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said Improvement shall be obtained by the applicant, with City's assistance. Any deferral In the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Rambles & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. Fair Share: 94% 1.3 Construction of Avenida CaliforniaA/lsta Marina. Prior to issuance of the one hundred fifty-first (151st) Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California and Vista Marina Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^' Residential Building Permit any section of Avenida California Street and Vista Marina leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Off-Site Circulation Improvement Construction. Prior to the completion of Avenida CaliforniaA/lsta Marina, or the Issuance of the 151^' Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, In accordance with the provisions within the Improvement and Reimbursement Agreement, 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 below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or -4- Amendment #1 and Reinstatement of SIA outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane. Fair Share: 8.4% Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen Valle Road to a two-lane divided roadway Including traffic signal and power pole relocations, necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 38% Valle Road from 1-5 to Forester Ranch Road: Improvements: Widen Valle Road to commuter standards. Including necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 72% La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Construct the La Novia Avenue approach, Valle Road approaches, and the 1-5 NB Ramps as part of a circular one-lane with shoulders round-a-bout pursuant to the approved improvement plans. Fair Share: 37% 2. Security: A. Owner shall, at all times, beginning with the execution of this Amendment, guarantee Owner'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: (1) A Faithful Performance Bond to ensure faithful performance of this Amendment in regard to the Works of Improvements to be installed by Owner in the amount of 100% of the estimated cost of construction of such Works of Improvements (110% for the remaining water related Amendment #1 and Reinstatement otSIA Tr16750 -5- improvements to be installed by Owner)as shown in Exhibit "A" attached hereto; and, (11) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the Works of Improvements required to be constructed or installed pursuant to this Amendment in the additional amount of 100% of the estimated cost of construction of the Works of Improvements to be installed by Owner (110% for the remaining water related improvements to be installed by Owner)as shown in Exhibit "A" attached hereto; and, (Hi) A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and in addition to the security instruments referenced in Article 2(A), Owner shall provide to City the following Security Instruments: (1) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Owner shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Cwner shall provide a Landscape and Irrigation Warranty Bond warranting the landscape and Irrigation Works of Improvement for a period of one (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("MCA"). Amendment #1 and Reinstatement of SIA Tr 16750 -6- All Security Instruments required by this Amendment, with the exception of the Landscape and Irrigation Warranty Bond, which Is submitted to the development's HOA, 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 Owner's written request following acceptance by City of the Works of Improvement and Owner's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Owner's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Cwner has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Cwner's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HCA will be determined by a separate agreement between the developer and the HCA. 2.1 Form of Securltv 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, CIdwIck, New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (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 Grange, State of California; Amendment #1 and Reinstatement of SIA Tr16750 -7- (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Owner's completing the Works of Improvement, in accordance with Article 3 herein; (iv) The Security Instruments shall reference Owner'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. 3. Time of Completion: All of the Works of Improvement shall be completed no later than January 16, 2017. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Cwner. Cwner shall compensate the City for ail costs reasonably Incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Article 19. In the event that Cwner fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Cwner, or his surety as herein provided. The City may require Cwner, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of Article 3 herein, Cwner's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Cwner, including, to the extent applicable, adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not Include any period longer than thirty (30) days prior to City's receipt of a written notice from Cwner or its contractor detailing the grounds for Cwner's claim to a right to extend its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof), Cwner shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. Amendment #1 and Reinstatement of SIA Tr 16750 -8- 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Cwner's failure to timely perform its obligations hereunder, Cwner recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11- 66499.20-3/4. In this regard, Cwner agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced In Article 3 or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Cwner after the date City initiates such action shall not be considered In determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Amendment shall be effective on the date that the Amendment is recorded by the County of Crange in the Cfficial Records. 5. Utilitv Deposits - Statement: Prior to the commencement of any work to be performed under this Amendment within an area delineated on a Final Map, the Cwner must file a written statement with the City Clerk and City Engineer, signed by the Cwner, to the effect that Cwner has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Cwner shall, at Cwner's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. 7. Definitions and Cwnership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Cwner subject to approval by the City -9- Amendment #1 and Reinstatement of SIA Tr16750 Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public Improvements constructed or installed pursuant to this Amendment shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Cbllgations of Cwner: Notwithstanding, the fact that Cwner's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Cwner of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplements and revisions prepared by Cwner or Its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Cwner warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Cwner shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Cwner shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications: The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Cwner shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Cwner shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out all Items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the plans and specifications, Cwner or its contractor shall immediately notify Its design engineer who will seek approval of the City Engineer for furnishing Amendment #1 and Reinstatement of SIA Tr16750 -10- of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Cwner: Cwner shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Cwner. In the event the Cwner is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Cwner shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection bv City: Cwner shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Cwner shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Cwner or the contractor of any obligations to fulfill this Amendment as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. Amendment #1 and Reinstatement of SIA Tr 16750 -11- The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the Citv Engineer: All required improvements shall be constructed under the Inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract If such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this shall be repaired or replaced, by the Cwner, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision In regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Amendment by Cwner and Cwner's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Amendment and without notification to any of the sureties referenced in Article 2 of this Amendment, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Amendment and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Amendment that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Cwner or Cwner's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Cwner or its contractor shall be binding on City unless approved in writing by the City Engineer. Amendment #1 and Reinstatement of SIA Tr16750 -12- 15. No Warranty bv City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Owner or its consultants or contractors, and City makes no representation or warranty, expressed or implied, to Owner or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liabllltv for Performance, Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Cwner or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Cwner 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this Agreement, Cwner (if performing work itself) or Cwner'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 Cwner or its contractors, as primary insureds, and of the City, Its officers, elected and appointed officers, agents, and employees, as additional insureds, and shall 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 Cwner hereby releases and agrees to defend (with legal counsel selected by Cwner 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 whensoever the same may appear, resulting directly or Indirectly from the performance or nonperformance of any or all work to be done in and upon -13- Amendment #1 and Reinstatement of SIA Tr16750 the subject property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Owner, the Owner's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Llabilitv of Owner: The Owner agrees that the use for any purpose and by any person of any and all of the streets, easements and Improvements herein specified shall be at the sole and exclusive risk of the Owner at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Cwner's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Cwner's Expenses: The Cwner shall pay these additional expenses: a. The Cwner shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Cwner shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and Inspection), impact and connection fees as established by City shall be paid for each lot In the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City In evaluating any proposed or agreed upon change in work. In no event shall Cwner be entitled to additional inspections or final inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. Amendment #1 and Reinstatement of SIA Tr16750 -14- Owner shall compensate the City for all actual costs reasonably Incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in Article 3. Said actual costs Include: inspection of Works of Improvement, engineer design review, plan check and project development process. Cwner agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Cwner's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactorv Completion: Upon the satisfactory completion of the Works of Improvement by the Cwner, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one (1) year after City Council acceptance of the improvement work performed under this Amendment, any of the improvements or work done under this Amendment fails to fulfill any of the requirements of this Amendment, or the specifications referred to herein, Cwner shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Cwner fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Cwner can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Cwner shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warrantv: Without limiting the foregoing, Cwner warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required -15- Amendment #1 and Reinstatement of SIA landscaping in a vigorous and thriving condition for a period of twelve (12) months after completion and written acceptance thereof by the Director of Public Works and Utilities Department and by the HOA. Only the warranty security for the landscape improvement shall be posted with the HOA. All other security instruments shall be submitted to the City in accordance with Article 2. The warranty provided herein shall not be In lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default: 24.1 Remedies Not Exclusive: In any case where this Amendment provides a specific remedy to City for a default by Cwner hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 Citv Right to Perform Work: In addition to whatever other rights or remedies it may have for Cwner's default hereunder, in the event Cwner shall fail to timely perform any work required to be performed under this Amendment and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Cwner shall fail to diligently pursue the cure of any such default to completion, City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Cwner and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorney's Fees and Costs: In the event of any litigation arising out of Cwner's performance of its obligations under this Amendment or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and In addition a party entitled to attorney's fees and costs shall be entitled to ail other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. Amendment #1 and Reinstatement of SIA Tr 16750 -16- 25. Notice of Completion; Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Owner shall file In the Official Records a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Owner shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This Amendment shall not be assignable by Owner without written consent of City. Amendment #1 and Reinstatement of SIA Tr 16750 -17- IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 20 , 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. OWNER CITY OF SAN JUAN CAPISTRANO LV PACIFIC POINT LLC, A Delaware Limited Liability Company Derek Reeve, Mayor Jonas Stiklorius Name: Authorized Signatory Its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit A Amendment #1 and Reinstatement of SIA Tr16750 -18- OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the i day of ^ft^L^o the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared <Xe>n/^ fvf-g/^lnr/LA.rpersonallv 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) U ^ P ^ 7 Notary Public LISA A. PHELAN Notary Public, State of New York Qualified in New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 Amendment #1 and Reinstatement of SIA Tr 16750 -19- Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF SUBDIVISION IMPROVEMENTS Final Tract Map 16750 I hereby certify that the following improvements in Pacifica San Juan Final Tract Map ("FTM") 16750 have been completed, to wit: Schedule of improvements Total Amount Percent Complete Remaining Amount or Bond Amount Street Improvements $0 NA $0 Water Improvements (Avenida California) $70,005 100% $0 Sewer Improvements (Off-site) $1,012,000 100% $0 Drainage Improvements $611,125 100% $0 Landscape and Irrigation $839,305 50% $419,653 Monumentation $0 NA $0 Off-site Public Improvements (1) NA (1) Total Works of Improvement $2,532,435 84% $419,653 (1) With Improvement and Reimbursement Agreement Street Improvements The Performance Bond is for the amount of Zero Dollars ^$ 0). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars ^$ 0), (100% of Column 4) Water Improvements (Avenida California) The Performance Bond is for the amount of Zero Dollars ^$ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars {$ 0), (100 % of Column 4) Sewer Improvements (Off-site) The Performance Bond is for the amount of Zero Dollars {$ 0), (100% of Column 4) Subdivision improvements Agreement Pacifica San Juan, FTM 16750 1 of 3 Exhibit A The Laborers and Materialmens Bond is for the amount of {$ 0). (100 % of Column 4) Zero Dollars Drainage Improvements The Performance Bond is for the amount of Zero Dollars _($ 0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars _($ 0). (100 % of Column 4) Landscape and Irrigation The Performance Bond is for the amount of Four Hundred Nineteen Thousand Six Hundred Fifty Three Dollars ($ $419,653 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Four Hundred Nineteen Thousand Six Hundred Fifty Three Dollars _($ $419,653 ). (100 % of Column 4) Monumentation The Performance Bond is for the amount of Zero Dollars {$ $0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars i$ $0). (100% of Column 4) Off-site Public Improvements The Performance Bond is for the amount of Zero Dollars {$ 0). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars 1$ 0). (100 % of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 16750 2 of 3 Exhibit A SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the remainder of the in-Tract FTM 16750 improvements, agreed to be performed by the Owner and Subdivider to be Four Hundred Nineteen Thousand Six HundredFifty Three Dollars ($419,653) DATED: ACCEPTED BY CITY Doug Staley (RTCE No. 3879$) President Hunsaker & Associates Irvine, inc. 3 Hughs Irvine, CA 92618 DATED: Steve Kooyman, P.E. Assistant Public Works Director Subdivision Improvements Agreement Pacifica San Juan, FTM 16750 3 of 3 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000335 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Landscape subdivision improvements within Tract 16750 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16750. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Four Hundred Nineteen Thousand Six Hundred Fifty Three and 00/100 Dollars, ($419,653) 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. NCW, THEREFCRE, 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 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 WHERECF, 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 (NOT RIZATION AND SEAL) By: RAMI LLC, its Managing Member By: Its: Jonas Stiklorius Authori:f:?d Signatory SURETY: Ironshore Ipdemnity Inc. (NOTARIZATION AND SEAL) Christopher L. Dobbs-Attorney-in-Fact Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000335 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"^ 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 day of August, 2013 IRONSHORE INDEMNITY INC. Daniel L. Sus: Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BERGEB NOTAI Y PUBUC-STATE OF NEW Y )RK NO. 0UE6222764 Qu iimod in Now York Count > My Commltiion IxpUot Juno 01, 2014 J larger ^ ^ _ erger otary Public CERTIFICATE i, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO F riEBY 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 revokr .J and the resolutions as set forth are now In force. Signed and Sealed at this 24th Day of March , 20 15 • 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 conceals 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." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000335 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Landscape subdivision improvements within Tract 16750 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16750. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Four Hundred Nineteen Thousand Six Hundred Fifty Three and 00/100 Dollars, ($419,653.00) 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. NCW, THEREFCRE, the condition of this obligation is such 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 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 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 terms 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 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 Its: Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000335 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; Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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""* day of April, 2013 as follows: Resolved, that th? •' Company is hereby authorirrd 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,S00,000 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 acknowisdced 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 Daniel L. Sussman to me known, who belnc; july sworn, did depose and say that he Is the Director of Ironshore Indemnity, Inc., the corporation described In and which executed the above ins jment; that he executed said Instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. JUDY BEBeBR NOTAjIy PUBUC-STATE OF NEW Y^l NO. 01BE6222764 Qutumod In Now YoUt Cot .iHf My Commlulen ixplrot June oi. 2014 Ju^rger Notary Public C'-^FlLATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Compa /, 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 b ?n revoked and the resolutions as set forth are now In force. Signed and Sealed at this 24ih Day of March , 20 is 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 conceals 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." 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 Ironshore 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 corporation 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. 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Oipilpdiifr InvtPtmpnt tncamp dup Bfid pccrupd UocoPpctpdprpnvltmtpndHPnta bplpncpsinttipcourtpofcpllpction Qplprrpd prpmfumt, PCPntp* pplpiKPP Pfld fr nolypldup dinddptpirpdpnd Aiiiounci rpcovprpMp h fundi fiPldPv or dcposl OUwr pmountt rpotfvtl noMtrscIS Ajpountp rpcpfvpbfp rpfattn« to uninsured pfini Currunt Ipdpral pnd fprelcn Incdmp rex racovuroUp and Intprpct Ifiprpoo NptdplprrpdtPxalwt Gupraiity fundi recpiviWp or pn dppodt Furniture and prtuipmant, lndudlii« iiaaltti carp dadutiY auati It in PDPts and llpbilltipp dup to forpicn pufianpa ratal are pirant. luPlldlpilps ind affUiupi Kpalth carp and oUiar amnuntt rarefvpHp nggrpfptp wittndni for ntlipr titan tnvpstpd arspts Total aiaats Pxliidinc SapareU nccnunia, fpirpfalpd Aetnunti and frutactad Ctt Accountt MUH1.7J0 0 ».«».Wt 0 0 0 0 0 t> a 0 174409454 0 954.114 49,192470 0 0 30407,115 0 0 0 0 a,ta5.«u 0 0 0 iJ<H4t9 0 4419.140 170.«t4«S atactadCMAttounts 2704»48t nca paviMa on paldlonat and ion 0 Inondiinni and ottMf dmllpf ctmioai Cnminixiioni payabla, continlant com Otiiai avanm laictudint taiaa. tunini and laail Taxer, treniax and tiaf |axdudirt(fadaralandforaif ninenniataxaii Currant fadarel and foraign Inconia tanai NatdafarradtaxUiUity Lfnaamadpraniiumi AdvancapFarniuni Cadad ralnturaiKa praniiuras oayiMa fnat nt cadif^ cut Fundi hnid try curnpanv undar rainuirmnca iraatiai Amountt wKMiald or ratiinad In corepanY lof aocnuiit of oltiare taniittanxni and hamx not allocatad Frovidon For reimuranca Nat adpntmafiti In anati and taOllitiai dua In toraiin aacnania ratal Drelkuutitandlnc 414S3.9<a 0 IdtUBl 7154119 2455474 ].<29,70S 6437454 0 25,9«t.l2Q 44407494 0 104414)9 p4Vl0iafC0trtttt.si Darivattvas OayattatoiKajrIttaa OayaMt for ncurttiax landinf UaOOItv for imountl hold undar unlnsurad ptenl AWretata nrlta^m tor tnbilltlai Tataf lilbdltlal axdudln( prntaaad <»• tabUltias Protoctad cat ItobiUtin Total OliiiMiM POUCYHOUtE itS4 Ftj RPtUS Acpatata umtaUu for ifMilil ujrpiui tunda 14«,1S4 1494tf44« 149494460 110440,117 Coremon capital ftoxk tOiretata nritaUii for ottiar ttian ipa<ial lurplui Suiptus Notai Gronpaldlnandp d fundi Itutplu) Surptui ai reaanlt poOcvhofdart TOTAtS <10J90454| 110440.117 CFttTlflCATl I ccrtifY that tfia BPoua financial statcfTwmi to ttw best at my knouftadta are a trua and Bccurala raftaction of ttw financial condition of tin Company ax of Oacamtaar 31. U13- Addlllpnallv. I ctrtify Ittat Itia atxM financial stalmnafiti an In aoraamant aritliilia statutory Finandal Sutamanli Iliad idin ttiammuajHai i waiMollr alOanon CFO.VP»Trauiurar •ndtwemiomuthk 1 /t^yfjS^ T— rS /7^yss/) lwP.Kovn^ ALVS8ATUR»«DVrTZ Notary Public. Stats Of New YM No. OtTU6044514 Qurdmed FI Wsstchester County Commissi^jn Eupbes JuV ia 2016 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature'and (5ffice of individual taking acknowledgment LISA A. PHELAN Notary P.ihu.:. State ot Nev.' Voik Qualifiec Mew ^'ofK Goontv Reg No OtPH6292"l3 Commission Expires November 4, 2011 RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, OA 92675 AND WHEN RECORDED, MAIL TO: Maria Morris, CMC, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 &6103 City of San Juan Capistrano This Space for Recorder's Use Only AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT {Subdivision Improvement Agreement Tentative Tract Map 16751) This AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT for Tentative Tract Map 16751 ("Amendment") is dated as of , 2015, and entered into by and between LV PACIFIC POINT LLC, a Delaware Limited Liability Company ("Owner"), whose mailing address is 3121 Michelson Drive, Suite 200, Irvine, CA 92612 and the City of San Juan Capistrano, a California municipal corporation ("City"). RECITALS: WHEREAS, SJD PARTNERS, LTD., a California limited partnership ("Former Subdivider") entered into a Subdivision Improvement Agreement Tentative Tract Map 16751 with the City dated October 17, 2006, and recorded in the Official Records of Orange County, California ("Official Records") on October 27, 2006, as Instrument No. 2006000725669 ("Original Agreement"), which provides for Former Subdivider to construct certain Works of Improvement and perform other obligations relating to the filing of a Final Map of Tract 16751; and, WHEREAS, Owner is the successor-in-interest to Former Subdivider 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, the Owner was assigned and assumed the responsibility to perform that certain Work of Improvement thereon as hereinafter set forth and as identified within the Original Agreement for Tentative Tract Map 16751; and, -1- Amendment #1 and Reinstatement of SIA Tr16751 Attachment 18 WHEREAS, the City Engineer extended the time of completion of the original agreement to July 1, 2013 pursuant to the terms of the original agreement; and, WHEREAS, Cwner proposes to do and perform certain Works of Improvement thereon as hereinafter set forth; and, WHEREAS, Cwner has requested, and City has agreed, to extend the time period for Cwner to complete the Works of Improvement required under the Original Agreement, as set forth herein; and, WHEREAS, Cwner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds ("Bonds") with new Bonds for 100% of the remaining Works of Improvement as defined within this Amendment in the amounts shown on Exhibit "A" attached hereto; and, WHEREAS, By this Amendment, City and Cwner propose to restate and amend the Original Agreement in its entirety as set forth herein. All terms not otherwise defined or amended herein shall have the meaning ascribed in the Original Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. General Requirements: Cwner shall comply with all the remaining requirements specified in the (a) "AMENDMENT TO 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)" dated November 15, 2005, and its subsequent amendment and restatement dated , 20 , (Collectively referred to herein as the "Improvement and Reimbursement Agreement"); (b) the "WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES", dated September 2, 2003, its subsequent amendment dated March 16, 2004 (collectively referred to herein as the "Water Facilities Agreement"); (c) the "AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196", dated May 4, 1999, and its subsequent amendment dated , 20 , (Collectively referred to herein as the "Water Facilities to Serve Tract 14196 Agreement") and (d) the applicable Conditions of Approval set forth in City Council Resolution No. 92-6-16-04 (for Tentative Tract Map 14196) and all applicable Conditions of Approval set forth in City Council Resolution No. 03-09-16-06 (for Tentative Tract Map 15609) and shall, at its own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works -2- Amendment#1 and Reinstatement of SIA Tr16751 of improvement (the "Works of Improvement") set forth in Exhibit "A" hereto and as defined within the approved Improvement Plans for Tract 16751, to the satisfaction of the City Engineer. Such Works of Improvement shall include, but not be limited to, the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement, and the construction of all required off-site infra-structure and circulation improvements as set forth in Paragraphs 1.2 and 1.4 below to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east (15% fair share), which are included within the Improvement and Reimbursement Agreement, as well as, any improvements not Included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal Improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the Issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: Ortega Hiphway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% Ortega Hiptiwav & 1-5 Northbound Ramps: Improvements: Construct westbound free right turn lane. Fair share: 0.8% Furthermore, prior to the issuance of the one hundred and fifty-first (151st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements which are included within the Improvement and Reimbursement Agreement. The final cost estimate shall be reviewed and determined by the City Engineer: Amendment #1 and Reinstatement of SIA Tr16751 -3- La Novia Widening A/alle Road Project to 2500 feet east Improvements: Widening to secondary standards. Fair share: 15% Signalization San Juan Creek at Valle Road Project Improvements: Signals and intersection improvements. Fair share: 38% 1.2 Off-Site Circulation Improvement Construction. Prior to the Issuance of the 1^' Certificate of Cccupancy, the applicant shall design and construct the off-site improvement listed below to Its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Rambles & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. Fair Share: 94% 1.3 Construction of Avenida CaliforniaA/ista Marina. Prior to issuance of the one hundred fifty-first (151st) Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California and Vista Marina Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^* Residential Building Permit any section of Avenida California Street and Vista Marina leading to a developed subdivision phase, within Tentative Tract Map 15609 and/or 14196, shall be completed from Via California to that phase, prior to issuance of the first building permit of such phase. Any deviation shall be subject to review and approval by the City Engineer. 1.4 Cff-Site Circulation Improvement Construction. Prior to the completion of Avenida CaliforniaA/ista Marina, or the issuance of the 151^* Building Permit, whichever comes first, the applicant shall design and construct the off-site improvements listed below to their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, 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 below shall be -4- Amendment #1 and Reinstatement of SIA Tr16751 obtained by the applicant, with City's assistance. Any deferral In the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane. Fair Share: 8.4% Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen Valle Road to a two-lane divided roadway Including traffic signal and power pole relocations, necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 38% Valle Road from 1-5 to Forester Ranch Road: Improvements: Widen Valle Road to commuter standards, including necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping Improvements pursuant to the approved improvement plans. Fair Share: 72% La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Construct the La Novia Avenue approach, Valle Road approaches, and the 1-5 NB Ramps as part of a circular one-lane with shoulders round-a-bout pursuant to the approved Improvement plans. Fair Share; 37% 2. Security: A. Cwner shall, at all times, beginning with the execution of this Amendment, guarantee Cwner'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: (i) A Faithful Performance Bond to ensure faithful performance of this Amendment in regard to the Works of Improvements be installed by Cwner in the amount of 100% of the estimated cost of construction of such Works of -5- Amendment #1 and Reinstatement of SIA Tr16751 Improvements (110% for the remaining water related improvements to be installed by Owner) as shown in Exhibit "A" attached hereto; and, (ii) A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the Works of Improvements required to be constructed or installed pursuant to this Amendment in the additional amount of 100% of the estimated cost of construction of the Works of Improvements to be installed by Owner (110% for the remaining water related improvements to be installed by Owner)as shown in Exhibit "A" attached hereto; and, (iii) A Subdivision Monument Bond In the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and In addition to the security instruments referenced in Article 2(A), Owner shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Cwner shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Cwner shall provide a Landscape and Irrigation Warranty Bond warranting the landscape and irrigation Works of Improvement for a period of one (1) year following said acceptance against any defective work or labor done or defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty percent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and Amendment #1 and Reinstatement of SIA -6- Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA"). All Security Instruments required by this Amendment, with the exception of the Landscape and Irrigation Warranty Bond, which Is submitted to the development's HOA, 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 Cwner's written request following acceptance by City of the Works of Improvement and Cwner's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Cwner's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Cwner has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Cwner's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HCA will be determined by a separate agreement between the developer and the HCA. 2.1 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, CIdwIck, New Jersey, 08858; any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; (ii) Payments under the Security Instruments shall be required to be made (and, with respect to bonds, litigation shall be Amendment #1 and Reinstatement of SIA Tr16751 -7- required to be instituted and maintained) in the County of Grange, State of California; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Cwner's completing the Works of Improvement, in accordance with Article 3 herein; (iv) The Security Instruments shall reference Cwner'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. 3. Time of Completion; All of the Works of Improvement shall be completed no later than January 16, 2017. The time for completion may be extended by the City Engineer, In writing, for good cause shown by the Cwner. Cwner shall compensate the City for all costs reasonably incurred in having Its authorized representatives perform the usual and customary engineering services during said extension as specified in Article 19. In the event that Owner fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Cwner, or his surety as herein provided. The City may require Cwner, or his surety, to pay the City In advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of Article 3 herein, Cwner's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Cwner, including, to the extent applicable, adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice from Cwner or its contractor detailing the grounds for Cwner's claim to a right to extend Its time for performance hereunder. 3.2 Continuous Work: After commencement of construction of the Works of Improvement (or separable portion thereof), Cwner shall -8- Amendment #1 and Reinstatement of SIA Tr16751 cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Cwner's failure to timely perform its obligations hereunder, Cwner recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11- 66499.20-3/4. In this regard, Cwner agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in Article 3 or within the time allowed herein, whichever Is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Cwner after the date City Initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Amendment shall be effective on the date that the Amendment is recorded by the County of Grange in the Cfflcial Records. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed under this Amendment within an area delineated on a Final Map, the Cwner must file a written statement with the City Clerk and City Engineer, signed by the Cwner, to the effect that Cwner has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Cwner shall, at Cwner's expense, obtain all necessary permits and licenses for the construction of required improvements, give all necessary notices and pay all fees and taxes required by law. 7. Definitions and Cwnership of Improvements: The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, domestic and non-domestic water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street -9- Amendment #1 and Reinstatement of SIA lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now In final preparation by engineers acting for Owner subject to approval by the City Engineer. No work on said Improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Amendment shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Cbliqations of Cwner: Notwithstanding, the fact that Cwner's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Cwner of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplements and revisions prepared by Cwner or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Cwner warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Cwner shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Cwner shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications: The intent of the plans and specifications referenced above is to prescribe a complete work of improvement, which Cwner shall perform, or cause to be performed in a manner acceptable to the City Engineer (or designee) and in full compliance with all codes and the terms of this Agreement. Cwner shall complete a functional or operable improvement or facility, even though the plans and specifications may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of Amendment #1 and Reinstatement of SIA Tr16751 -10- information necessary to carry out the full intent and meaning of the plans and specifications, Owner or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Cwner: Cwner shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Cwner. In the event the Cwner is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Cwner shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by Citv: Cwner shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Cwner shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced In this Agreement. The inspection of the work by City shall not relieve Cwner or the contractor of any obligations to fulfill this Amendment as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. Amendment #1 and Reinstatement of SIA Tr 16751 -11- No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this shall be repaired or replaced, by the Cwner, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Amendment by Cwner and Cwner's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Amendment and without notification to any of the sureties referenced in Article 2 of this Amendment, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer to accomplish the purposes of this Amendment and to protect the public health, safety, and welfare. It is mutually understood that it is inherent in the nature of the work contemplated by this Amendment that some changes in the plans and specifications and related documents may be necessary during the course of construction to adjust them to field conditions and to assure the protection of the public health, safety, and welfare. The City Engineer shall notify Cwner or Cwner's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by -12- Amendment #1 and Reinstatement of SIA Owner or its contractor shall be binding on City unless approved in writing by the City Engineer. 15. No Warranty by City: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Cwner or its consultants or contractors, and City makes no representation or warranty, expressed or implied, to Cwner or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance, Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Cwner or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Cwner 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this Agreement, Cwner (if performing work itself) or Cwner'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 Cwner or its contractors, as primary insureds, and of the City, its officers, elected and appointed officers, agents, and employees, as additional insureds, and shall 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 Cwner hereby releases and agrees to defend (with legal counsel selected by Cwner 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 ail claims, demands, costs, loss. Amendment #1 and Reinstatement of SIA Tr16751 -13- damage and liability, howsoever the same may be caused and whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Owner, the Owner's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liabilitv of Owner: The Owner agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Owner at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Cwner's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Cwner's Expenses: The Cwner shall pay these additional expenses: a. The Cwner shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Owner shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in evaluating any proposed or agreed upon change in work. In no event shall Cwner be entitled to additional inspections or final inspection and acceptance of any of the Works of Improvement until all City fees and charges have Amendment #1 and Reinstatement of SIA -14- been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. Owner shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in Article 3. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Cwner agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Cwner's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactorv Completion: Upon the satisfactory completion of the Works of Improvement by the Cwner, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one (1) year after City Council acceptance of the improvement work performed under this Amendment, any of the improvements or work done under this Amendment fails to fulfill any of the requirements of this Amendment, or the specifications referred to herein, Cwner shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Cwner fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Cwner can be notified. City may, at its option, make the necessary repairs or replacements or perform the necessary work and Owner shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. 23. Warranty: Without limiting the foregoing, Cwner warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) -15- Amendment #1 and Reinstatement of SIA year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) months after completion and written acceptance thereof by the Director of Public Works and Utilities Department and by the HCA. Cniy the warranty security for the landscape improvement shall be posted with the HCA. All other security instruments shall be submitted to the City in accordance with Article 2. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default: 24.1 Remedies Not Exclusive: in any case where this Amendment provides a specific remedy to City for a default by Cwner hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: in addition to whatever other rights or remedies it may have for Cwner's default hereunder, in the event Cwner shall fail to timely perform any work required to be performed under this Amendment and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Cwner shall fail to diligently pursue the cure of any such default to completion. City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Cwner and the surety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorneys Fees and Costs: In the event of any litigation arising out of Cwner's performance of its obligations under this Amendment or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. Amendment #1 and Reinstatement of SIA Tr16751 -16- 25. Notice of Completion; Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Owner shall file in the Official Records a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Owner shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This Amendment shall not be assignable by Owner without written consent of City. Amendment #1 and Reinstatement of SIA Tr16751 -17- IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 20 , 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. OWNER CITY OF SAN JUAN CAPISTRANO LV PACIFIC POINT LLC, A Delaware Limited Liability Company Bv; - V-^/l^-T^^^ By: Derek Reeve, Mayor 'onas Stiklorius Authorized Signatory Its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit A Amendment #1 and Reinstatement of SIA Tr16751 -18- OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On VneJ'^ day of in the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared \Jon/?J> S-flCiorLii, 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 Notary S!:^^-^rr CommS Expires November 4,2017 Amendment #1 and Reinstatement of SIA Tr16751 -19- Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF SUBDIVISION IMPROVEMENTS Final Tract Map 16751 I hereby certify that the following improvements in Pacifica San Juan Final Tract Map ("FTM") 16751 have been completed, to wit: Schedule of Improvements Total Amount Percent Complete Remaining Amount or Bond Amount Street Improvements $219,070 0% $351,589 Water Improvements $53,215 0% $66,688 Sewer Improvements $83,952 74% $22,073 Drainage Improvements $78,031 76% $18,790 Landscape and Irrigation $141,578 0% $141,578 Monumentation $14,000 0% $14,000 Off-site Public Improvements (1) NA (1) Total Works of Improvement $589,846 0% $614,718 (1) With improvement and Reimbursement Agreement Street Improvements The Performance Bond is for the amount of Three Hundred Fifty One Thousand Five Hundred Eighty Nine Dollars ($ 351,589 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Three Hundred Fifty One Thousand Five Hundred Eighty Nine Dollars ($ 351,589 ). (100 % of Column 4) Water Improvements The Performance Bond is for the amount of Sixty Six Thousand Six Hundred Eighty Eight Dollars {$ 66,688 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Sixty Six Thousand Six Hundred Eighty Eight Dollars ($ 66,688 ). (100 % of Column 4) Sewer Improvements The Performance Bond is for the amount of Twenty Two Thousand Seventy Three Dollars ($ 22,073 ). (100 % of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 16751 1 of 3 Exhibit A The Laborers and Materialmens Bond is for the amount of Twenty Two Thousand Seventy Three Dollars _($ 22.073 ). (100 % of Column 4) Drainage Improvements The Performance Bond is for the amount of Eighteen Thousand Seven Hundred Ninety Dollars _($ 18,790 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Eighteen Thousand Seven Hundred Ninety Dollars ($ 18,790 ). (100 % of Column 4) Landscape and irrigation The Performance Bond is for the amount of One Hundred Forty One Thousand Five Hundred Seventy Eight Dollars _($ 141,578 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of One Hundred Forty One Thousand Five Hundred Seventy Eight Dollars ($141,578). (100 % of Column 4) Monumentation The Performance Bond is for the amount of Fourteen Thousand Dollars _($ 14.000 ). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of Fourteen Thousand Dollars 1$ 14,000 ). (100% of Column 4) Off-site Public Improvements The Performance Bond is for the amount of Zero Dollars 1$ 0). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars {$ 0 ). (100 % of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 16751 2 of 3 Exhibit A SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the remainder of the in-Tract FTM 16751 improvements, agreed to be performed by the Owner and Subdivider to be Six Hundred Fourteen Thousand Seven Hundred Eighteen Dollars ($614,718) DATED: ACCEPTED BY CITY Doug Staley (RCE No. 3879'6) President Hunsaker & Associates Irvine, Inc. 3 Hughs Irvine, CA 92618 DATED: Steve Kooyman, P.E. Assistant Public Works Director Subdivision Improvements Agreement Pacifica San Juan, FTM 16751 3 of 3 Exhibit A SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000336 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Street subdivision improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. 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 Three Hundred Fifty One Thousand Five Hundred Eighty Nine and 00/100 Dollars, ($351,589) 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 the je presents. NOW, THEREFORE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said ii^provement obligations within the fully executed and recorded subdivision improvemf ,it agreement, then the obligation shall be null and void; otherwise it shall remain in fL^ force and effect. Page 1 of 3 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 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: RAMI LLC, its Managing Member Its: Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Christopher L. Dobbs-Attorney-in-Fact Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore indemnity inc. iii- 20000336 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile its true and lawful Attorney(s)-in-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"'' 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBGEB NOTAIY PUBUC-SUTE OF NEW Y( )RK No. 01BE6222764 Qu Hlflod tn Now York Count t My Commltilen ixplro* June 01, 2014 Jut^rger ' ^ erger Notary Public CERTIFICATE i, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO FTREBY 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 revo id and the resolutions as set forth are now in force. Signed and Sealed at this 24ih Day of March ,20 15 "A, '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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000336 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Street subdivision improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Caplstrano, (hereafter called "Cbligee") in the penal sum of Three Hundred Fifty Cne Thousand Five Hundred Eighty Nine and 00/100 Dollars, ($351,589.00) 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. NCW, THEREFCRE, the condition of this obligation is such 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 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 inte it and meaning, and shall indemnify and save harmless the City, its offers, agen s and employees as therein stipulated, and, as necessary enter into a Subdivision vgreement, then this obligation shall become null and void: otherwise it shall be and re nain in full force and effect. Page 1 of 3 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 successfuiiy 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 terms 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 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 By: Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000336 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" day of April, 2013 as follows: Resolved, that the Director of the Compa.ny 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. ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBG8B NOTAJ Y PUBLIC-STATE OF NEW YORK NO. 01016222764 Qu itWocI m NOW York County My CommlMlon IXRIIM Juno 01, 2014 Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO » ^REBY 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 revr ed and the resolutions as set forth are now in force. Signed and Sealed at this 24ih Day of March , 20 15 "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, commits a fraudulent insurance act, which Is a crime and subjects such person to criminal and civil penalties." 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 ironshore 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 corporation to the Subdivision Faithful Performance, Labor & Material Bond for ' 7 Pacific Point LLC. In Witness hereof, i here unto set my hand and official sea Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: draWMtHtt IHDtMNITt INC nwUtaALSTATtMBn SUMMUf *salt>nNitar91,aU ^mMlitpdu Coninpn ttodu MMtt.Ck lom on fool osUK: Fkn i(«M Mort,a,« loon, on rMf omlr Otfiaf than firrt Ittiu Pniii<nl« oanipM hy tho comMihi Proparttoa hald foe tho pf oductloo of Incoma PfopafllnhaUforaala Caih. caah oqulvalanta and Nnn-tafm Invottmants Contract loam Dartvattvtt Other tnvaltadaxiota llocatnINn lor taoirtttm Soaotttaa tandtni ralnvtitad rotlatarat auats hctttflata tvrttoaiu for inwottaO ataott Siilitotatt. aih MtO InvoftaO araatt TMt ptanta leu Cheijad off tnvmtment tncame due and aemieO Unrolortadprtffllumtandadtnta baiancaslnlhecouraadleallartloo Ddlarrad praoilumv af an' nolveldua dtMitdcraftedand d ratreapactlvd preroiumf Aoiounta rdcoyaratole from temuoen rondi hold by oi deporiud »lth iilnaurad companiet Othar aoiounta rarafyaMe uodar ratoMiraoca contrarta Amounts ractlvaNe relatlnff to wilnaurid plant Cunont faderat and fprelcn pirome tan rseovafafalo and intartat thaiaon Netdefanodtaaaaadt 6uaraiityruiidaiara|yallldorBn dapoalt f lanltura and ddtfipmaoi. tndinfifia hsalth cara dtdvary autta Nat adiuatfnani In Baaata and UabWllat dua tn taraldn aachamia lataa daratvatdds ham parant, auhaldlarlaa and nffillataa Naalth rara and othar amounta racalvaMa Adgrafalt wTttadita for othar thon btvactad aaaata 14U»I,720 0 M.NO.WC 0 D 0 0 0 a 0 0 0 0 0 I74j03.45d 0 «,a2.»70 0 0 Total aaaata axdudlnd Saparats Arrounta; Sadiacatad Acrounta and A Arrounta 0 0 tJ93JB9 0 dja.iu iTcditje UAMJTIB Uuaaa Ralmuranca payatda on paid Imaadhiatmsntaaa lotias and lo» adJusNnant axptnida hcantlnf am can dalharalmllafchaidaa Othar aipanaai (asludlnf taaaa. deanaaa and faai) Taaah totniaa and (saa laadudinc fadani and taraidn Inooma tsaaa) Ciartnl fadtnl and foml(n Incoma uati Nat dafatrad tax dabHIty Unaamad pramlumi Aduanca pramlum Cadadralnaurancapra aloatbfradlntroi Funda bald by company undtr ralnaumnca baatlaa AmoonN withhald or rataload bv company for account of othara damlltsncca and hsma not adocatad Arndlion Fur rabiauranm Nat adjuatmanta In aaaata and labmuaa doa to fofaffn aachance fataa Omits dtitstandind navaWateparant.ai daffUlataa Aavabfafnrlecuittiea dayablt for sarurttiaa lendbN diASJ.dda 0 7At2.<»S TTSjOU 7.2SSd774 l.d21,7IS C.«37JS« 0 7S,dl»,l20 44WA»d S Totalllablllllai a«dudln| protartad ma daUlltiaa Protaclod ctdllablJItiaa Total UabdWaa KHicyHoiOEiiys aiKHUs UddUJU U0J40.11T L aofmaatad Arcoonta and Arolactad cat Acaaiunts Tm lof ipadal suiplul haids Common mpltal ftocA f lafaiiad capftai ttixt Adiratata mltadns for othar than ipsrial sorplui SuipluaNotaa (Von paid In and 0 Unaisltnad funda (surplusi Sumlid aa reurdt pdUcvfidldan (»J9»J5d| UOJdO,117 CfdIlflCATt I certW that the abtrve dnandal staleraema to the beat of my kndwledde ate a true and amtrate mflactlen of the finendej tnodWnn of the Company at of Oerembef 31.2013. Additionally. I rorOfy that Ihe above nnancul sntomema are In adtaemant wtth lha Statutory Flnandai Suttmenta Atad vdth thefatinm|jb»>F If ml of InsunmdBm of Be ume date. ol Glaaioo CfO.Vb»Traaaum aodnvemlomethls Mywlulon upvea^ Hi Ail 8 Xl4^ H^-lSSt) U>LKovr*^ AC S8ATURNCMTZ Notny AjbiicStetaofNewlMt NO.01TU6044514 Oua^ iwd in WKtehesler CouMy Corp Yteion BpirM July IOL 2019 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 instiument, the individual, or the person or entity upon behalf of which the individual acted, executed the instrument. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary Putjiic. State ot New York Quaiifieo in New York County Reg No. 01PH6292618 Commission Expires November 4,2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000339 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Water subdivision improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Sixty Six Thousand Six Hundred Eighty Eight and 00/100 Dollars, ($66,688) 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. NCW, THEREFCRE, 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 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 WHERECF, 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: RAMI LLC, its Managing Member Jonas Stiklorius Authorized Signatory its: SURETY: (NOTARiZATiON AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Piease attach Acknowiedgement and Power of Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000339 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile its true and lawful Attorney(s)-in-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"" 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 specif ied 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEBOEB NOTAJ Y l»UBLIC-STATE OF NEW Y< >RK NO. 01BE6222764 Qu itUlod >n Now York Count i My Commiiilon Ixplrw June 01, 2014 Notary Public CERTIFICATE i, 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 24th Day of March , 20 15 secTBttry "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000339 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Water subdivision improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. 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 Sixty Six Thousand Six Hundred Eighty Eight and 00/100 Dollars, ($66,688.00) 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, shall 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 in'ant and meaning, and shall indemnify and save harmless the City, its offers, ag^ nts and employees as therein stipulated, and, as necessary enter into a Subdivisir.i Agreement, then this obligation shall become null and void; otherwise it shall be anc remain in full force and effect. Page 1 of 3 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 terms 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 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 By: Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Piease see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000339 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile its true and lawful Attornev(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"" 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. ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEPCER NOTAf Y PUBUC-STATE OF NEW Y< >RK NO. 01BE6222764 QUI illflod In Now Yoik Counr t My CommlMion ixpRoi Juno 01, 2014 Notary Public CERTIFICATE i, 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 24th Day of March , 20 is Secretary "WARNING: Any person who knowingly and with intent to defraud any Insurance company or other person, flies 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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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: moN&HMEWotMimTmc nHAHQN. ST AITMCNT SUMMMT ««S Sondl P»«fttT»<l itodu Common nocfa MoniH* >Mm on root MUW: Tint NMM MorttH" on nm\ Oltitr tti»n Arvt Ifau Propcfttn pccupttd by lh« company Proptnlcs hdtf for th* production oflncomo ProporttMlwtdforiita Ctdi. cuh •quhnknti Mid thoft-Uffn ImwttmMts Con tnct town facoinbloi for wcurftldf SmcMrt la<idlili raWvMta afaJauatx aati aarafata wrffa^ns for inv SubtDtab. adi and invaflad aaaata DMglaiitalatai tSiaifadaff kwastmant Inaima dua and acenaad Uncoddcaddprdmlumaanda«aftts balancaaintfidcaundofcallactfon 14U»1.7M 0 K.«IO.XK 0 0 0 0 0 tJUJld 0 0 0 0 0 0 i7aA».dM 0 »d,lU <9,1M.»70 inca payabta on gald Idasaa and Iota a< II and* Cnmmtadtmi fMyalila, conttnaant CM Othar ainanaai laxdudlfit laaaa. doaniat and liail Taaai, dcanaaa and Nai laadudlnd fadaral and foraiin inconia b Currant fadaral and foradpi incoma taaaa Nat dafatrad taadaliWty If naamdd pramlumi ircfwrjai Ceded talMorancap itnliadNbCM funda hald by combany under rainruranca traatiaa Amaunla wMdiaid or ratalnad by csmpany for account of ddiara Ramlttancaa and hama nut ailecatad Preidaiun fur ratnauranca Nat adlmtmaMa In aaaan and dlUMaaa dua to fMoiin aKhaiMo fatal Omfttootatandtnd 0 fTaioss 72S4IU 74557774 «13.7<B «,d373St a4d7.5»l 0 Dafarrad pramlumc afantx* balancoa and tfiatadmanb botdcad but dafaaaad and not vat dua Atxauad rttroapeetiva pfaraluma Amnunta racduarabla Nona rabuurart fundi fiaM by or dcfioahad rdtb ralnniad comMrOaa Othar amounta racalyab*o undor rainuoanco contracN Afflountl rarahrata* raladrb to unlnaurad plana Currunt farlaral and feralf n incoma tax racovarabla and Internet tharaon Nat dafarrad lax attat la racafvabia orao dapodt aduipmanc Indialint baalib cara dadvary ttaata at In aaaata and UabWtlaa dua to foraldn axdaaofo ratal Health cara and othar amounta recoNraMo Acimfata xarltodna for olbaf tban tarroxtad aaaata Total aaaota axdudlnd Souarxte Accounts, Sofrafatad Aeoaunta and Prutacaad Cad Actdunta tl SMa7,B25 0 0 a 0 a,««,«d 0 4429.U0 2l«>7tJC From Sdparata Acxnuntc Sdfragatdd Accoaantt and hi 27tl/»,»W hayabla td PdltM. tubddlaaadt and aflWdtai hayiMafMIacurttaai havaWa for lacurttiaa landlid «J02.»4> UaUHtytoramountalioW under unl Adlnif ata anltadna Ibrlabdltlaa Total dBbdlbaa axdudlnd piotadad PfMactadcabUabiimsa TotiillibilMaa hOUCVHOlOE R55 »b WUIS Aftrtdau wmaHnt lar ipadxl lurplua funda Common capNnl itorX hmfoftnd capital ttocb 14*3,15* M<*d*4U ia3*KJU uojao.iiT Aditatata writx-lnj for other than apaoal aorplut 5urpluataataa Sroai paid In and cdntributad narphat Unaaaltnad funda Hufptua) Sundul at raiuttk pobcvtioMon (MJStTiSdl UOXO.llT CENTlflCATl I cenlfy ttibf tfit abot* financial slatamanta to tna boat of my knowlod(o art a true and accurate rafloctJon of tho financial condition of ttao Company at of pacambar 3L 2013. Addlltonally. I coftlfy tfiat Pie pbmm flnandai intbmm art In acraamant nroi Hie SUbitory Hnandal SlattmanB mad CrO.VPfiTraaturar andnromlomatWiT^of C/A, p.tf/'/ hay^ammlaalon a«irm^ JJiXi^l^ /JVSSATURNOVm NotM Public. Stats of NewTM NO.01TU6044514 Qi'dHfisd in Wastchester Oourty Cc iHYtaion Bipiras July ia aofs STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary Public State of New York Qualified m New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000338 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity inc.. 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: Sanitary Sewer subdivision improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. 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 Twenty Two Thousand Seventy Three and 00/100 Dollars, ($22,073) 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 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 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 (NOTAR' :ATI0N AND SEAL) By: PAMI LLC, its Managing Member By: Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) ristopher L. Dobbs-Attorney-ln-Fact Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000338 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: Chris Dobbs, Jalene Brown, and Tracy L. Carllle 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"'' 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 seai of the Company thereto. Any said execution of such documents by an Attorney-in-Fact shaii 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 seai of the Company may be affixed by facsimiie on any power of attorney granted, and the signature of the Secretary, and the seal of the Company may be affixed by facsimiie 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he Is the Director of ironshore 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. JUDY BEROEB NOTAt Y PUBUC-STATE OF NEW YORK No. 01BE6222764 Qui itlflod In Now Yotfc Count i My Commlitlen Ixplfoi June 01. 2014 Juc^erger ' ^ Notary Public CERTIFICATE i, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, DO H REBY 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 revc' id and the resolutions as set forth are now in force. Signed and Sealed at this 24th Day of Marcti , 20 15 Secrrtary "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000338 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and ironshore Indemnity Inc. , 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: Sanitary Sewer subdivision improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. 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 Twenty Two Thousand and Seventy Three and 00/100 Dollars, ($22,073.00) 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, shall 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 reinain in full force and effect. Page 1 of 3 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 terms 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 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 r: its governing body. PRINCIPAL: LV Pacific Point LLC A Delaware Limited Liability Company (NOTARIZATION AND SEAL) By: PAMI LLC, its Managing Member By: Its: Jonas Stiklorius Authorized Signatory SURETY: ^hfistopher/tT. 6ob^s^ At^Drn^y-ln-Fact (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000338 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariile its true and lawful Attorney(s)-in-Fact to make, execute, seai and deliver for, and on its behalf as surety, any and ail 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™* 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 seai 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 facsimiie to any certificate of any such power and any such power or certificate bearing such facsimiie signature and seai 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 Seai 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEROEB NOTAJ Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 Qui itUlod In Now Yotk Count t My Commluion CxrIim Juno 01, 2014 Notary Public CERTIFICATE i, 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 24ih Day of March , 20 15 ,,. . Secrewry "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation to the Subdivision Faithful Performance, Labor & Material Bond for LV Pacific Point LLC. In Witness hereof, I here unto set my hand and official seai. Notary Public Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: nOWHOHEIKOCMNrrTIMC nfWMCUl STATEMENT SUKMMT Tr«f*fT«d itodlt Coranion HMM MMttM* liMRS on rMl MtTIc: nm Htm Mo>ttM> Nan on rwl Mau: Othw Mn fM Uau s oecvipM by tho comsaov proptfMi MM for ttio iKoducUoo of iKomt PropOftMlMMforufo Cifti. cajji oqufvoNfits MM ttMrr-Ufm JnvoitTnHits contrro town Dorlvattnf Ottwr ktvtlMI Hurts McofysMoi for HCUCMH tt roHstaral suots rtforJnvostodHsati MttiMidir TWtpliotsWuS. auijMfott lovtstncot tncomt diw MM occnwtt UiKoNoctodpromlumisrMMsoa boJancorfnttwcourMofcollsctton Dofarrwf pronifunn, a oolyatdua ftpacttva pramkfim Ainouots rasovaraMa from ralniurart Fundi hald bv or depotttod wttti rafruurad remMoNs Ottwr amounts rarafvabfa undar rabnuraom contracts Amounts racafvabta rotating to unlnsurad plaru Currant fadaraj sod feraign tneoma lai raorvarabta and Intarast tttaraon Natdaforradtaxassat Guaranty fundt racafvabta or am dctiostt f umltura and agulpmtnl, brdirdiiig MNdi cara dabvarv sisats ISat adiunmarrt In aasats and Uabdltlot diw to forilgo osdut«o ratas MoatvaUas franr parartt. tubttdiarta* and aflUlaias Haaltb cara and ottmr amounts rucatvsMo Total aisats asdirdjng S Accounts Ittartns fnr ottwr ttian brvnstad sssats d Acsouncs snd Frotacsorl Cad From Saparsta Acssruntn sagragaiad Accounts snd Frotactad Cal Accorurti 2S.S00.SM 0 0 0 0 0 tavaxa 0 0 a 0 174AI3AM 0 554,1U 0 0 0 0 0 G 0 0 0 t.MSJ<S a SJIS.UG J70>M.3«5 UAMUTIES Urssas dalnsucanca payabla en paid lossas and lots a lossadJusbn CommisilOM payaMa, contingam commissions and ottwr similar ttiargas Ottwr aspatnai larcdudbig taiat. dcansas MM laaal Tasas. IMantas ssM faas tasdudbN ftdaral and torslgn Incoma tajtas) Currant fidaral and foralgn taMomatasas NttdaltrradtaabbUlty Urwimad pramluins Cadad ralnsuranca pramlumt payabla tnat at cadb* commltttDnt} FutMs iMld by company undsf ralnturanca baallas Amounts uimMMnrralalnad by cnmPMiy tar account of ottwrs Raflitttancas and dams not sllocstad Froylitanfarrabnurinoo d2£M,SW 0 725XI1S l.«a,705 «.«73S» 0 2S.Md,U0 M.g«7.»4 0 Is In Bisttt MM dsblMlas doa to loraign tsctianga tstas Dcalttoutitandlog FtyaUo to patanl. subddlMlts and tftWatas Oartvattvos PayaMa tec sacurlUat FayaUa toriacurttiat WiMint MMu UaUUtyfora Aggragata anltMlns feruubtlat Total iliuilllasaxdudlng protadad cad Kabllttias Prottctad cad llaUUtiai TotMII KHJCyHOlOEItS^ StldPtUS Auratata mnta4m for ipadsl lurplui funds MS,t«SJSd lASASdJSd Utl5M.117 Common capital stPC* Ptafatrad capital ttoch Aggragata mtdabu for otbar than tpaclal taaplus Surplus Notas Gross paM In and contrlbutad surplus Unsspgnad funds IturplusI Surplus as ragank poScvtMldan (MJSdJStI UOJ40.117 TTGAltjat CEKIlflCATt Iccrtffytbatttwb It of my knowtadga ara a Irua and acturata raflactton of ttw dnanciaJ condition of tM Company as of Oacambar 31,2013. Addltlcinally, I cartify ttrat the abcrw flnancul itaunwnts ara in agtaamant urtlh the Statutory FInantial Statamants fHad with ttiafdliniaptaNPgifsmirs of Insuraocoustrfjnu wma data. of Glaalcm CFO. VPATrtasurar MMrrromlomrtMs My^mlsslonamirap. JVY //S ALYSSATURKOVnZ Notoiy Public. State Of NewHMc f*J.017U6044514 ChJiffifled te Wastchester Counly Commission &(pifS8 JuV ia aoia STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary PiiLiic, State o1 New York Qi.aiit:ea ,n New York County Reg No, 01PH6292618 Commission Expires November 4,2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000337 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity inc.. 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: Storm Drain subdivision improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Eighteen Thousand Seven Hundred Ninety and 00/100 Dollars, ($18,790) 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. NCW, THEREFCRE, the condition of this obligation is such that, if Principal shall promptly and faithfully perform said improvement oblige dons within the fully executed and recorded subdivision improvement agreement, th^n the obligation shall be null and void; otherwise it shall remain in full force and effect. Page 1 of 3 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 WHERECF, 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 (NOTAF ZATION AND SEAL) By: PAMI LLC, its Mariaging Member Its: Authorized Signatory SURETY: Ironshore Indemnity Inc. (NOTARIZATION AND SEAL) Christopher L. Dobbs-Attorney-in-Fact Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000337 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariile its true and lawful Attorney(s)-in-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"" 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 facsimiie 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 Daniel L. Sussman to me known, who being iy sworn, did depose and say that he is the Director of Ironshore Indemnity, Inc., the corporation described in and which executed the above ins* ment; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. JUDY BEBGEB NOTAI Y PUBUC-STATE OF NEW YORK NO. 0TBE6222764 Qu itiftod in NOW York Count i My Commliilon ixoiivi Juno 01. 2014 Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Come: ly, LO 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 24ih Day of March .20 15 ''V 'i-mi'- VARNING: Any person who knowingly and with intent to defraud any insurance company or other person, files and application for insurance or statement of claim intaining any materially false Information, or conceals for the purpose of misleading Information concerning any fact material thereto, commits a fraudulent iurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000337 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Storm Drain subdivision Improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 16751. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Caplstrano, (hereafter called "Cbligee") In the penal sum of Eighteen Thousand Seven Hundred Ninety and 00/100 Dollars, ($18,790.00) 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. NCW, THEREFCRE, the condition of this obligation Is such 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 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 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 terms 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 walye 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 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 representatlyes pursuant to authority of Its goyerning body. PRINCIPAL: LV Pacific Point LLC A Delaware Limited Liability Company (NOTARIZATION AND SEAL) By: PAMI LLC, its Managing Member Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000337 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariile its true and lawful Attorney(s)-in-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and ail 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"" 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. Daniel L. Sus: Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who ^ ng duly sworn, did depose and say that he is the Director of Ironshore Indemnity, Inc., the corporation described in and which executed the abov' istrument; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. JUDY BERGEB NOTAI Y PUBUC-STATE OF NEW Y >RK NO. 0TBE6222764 QU illflod »n Now Yotk Count r My Commtiiton ixpliM Juno 01, 2014 Notary Public CERTIFICATF I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a L .innesota .ompE- ,, 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 ha. not b en revoked and the resolutions as set forth are now in force. Signed and Sealed at this 24ih Day of March , 20 is "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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. NotarVPublic Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: mxeHOCE iKotMKtn inc nHANaUSTATEMENrSUMMUIr Asaf[Mnnkir)l,2IIU 3r*f*rT.d itodu Cofflifiufi itackl Mon|4c* lom on ml HUM: Flm Ntm MoftfOfB loan, on ml MUM: OVMt dun nnrt lUm MofMitlH rnxupUd by th* uuptny ProponlM iMid for tfw production of Inconu PropMtlMluldforuU Codi. codt •qulvolynt. MU fliort-tonn JnvoAintnti Contract loun other IttyMtraannt. lUcMHiiln lor MCUttiM Ittral. AarofCU nfrta in. for in*«tt«d Hldt. SoMouli. cadi and InvMtM uim THUpttnulHtS.. Ouidndofr Inmtincnt hKonii dot and Mouod UncoddctddprMtitumiafldadants bajancoslnItwcouiuefeoUoctlon mluuv ayantC kaUncM and Inttrtintnta Imolud but d not v«t due Accnudrttn Fund, fidtd by Of depodtad aihti rMiuurad companiM Othor amount. raoMvabU undar rainiunmoa contract. Amounu raculvabU ralatlnc lo uoinwrW pUru Cununt fadaral aod fer«1(n bicom* tH racovarabla and Intarott inardon Nat daUfradtu aunt Guanoty fuod. racotvlMa Of an dapodt fumlturu Mid udidpmMil. tndiidioi boMth car. dabvary aunt. It In aoau and UabdltlM duau fbralfn aadui^ ralH ItaoalvablH from parant. MibddUiU. and afltilaU. HHMI car. and nttiar amount. nacaluabU Auiufau antufn. for odwf dun bivHUd anal. Toul auat. axdudlnd 3 Account. into fatraaaud Account, and Frotactad cot Account. 0 »,M0,90( 0 tMBMi 0 0 0 0 0 0 174ja3.4S4 0 >54.m 4S,UM70 G 0 3GJG7,US 0 0 0 0 0 4JB,160 270.47t4e incapiVaWaonpaidlO] Commlcdon. puyabU, coodnianl oommMoo. and i Olbar aapanui laadudbif IMUL boaow. and tan) TaxaA Ncanua aod MM (aidudlna fadafal and foraii ifdmniM Ctomt fadaral and foralan bKoma u>M Nat dafarrad IH KabWty Adwaoca pram him Cadad ralourancai: indarri Na foal of cadfaic cm uroncatmttM Funbhaldbycm Amount, udtnlwld Of raulnod by company for aocount of odiaf. RamltUncn and llamr not allocatad Provldon tar rabminnco Nat adftntmaot. In anan and babWlH dun u foraltn aidunf * rata. Draft. outMandlnc FayaUa to parant, ubddiaifH and affUlatM ITarlvatlvH FayatUforucuittta. FayabUtorucurttlM MndbN UabWtv fer amount. Iwld undar unlnurad oUni AflfalBU wittabm for ImbbltlH ToulbabWllH aadudlni protaclad rob baUWin Frotactad cab llabdWM Total bBbiWla. FOUCYHOlDEIirS iUFFlUS Auraf aU amulm for NMdal Moplu. tund. 424U,M< 0 7E)«2,ia5 Taxa 1.U3.7GS 6,4373S« 0 2S.bU.J20 44U7.S»4 0 bOUTjUIE tj02.Mb Laab.lSG 149US.2W 14bU42Ea 120J4«,1I7 Common capful Mock Frafarraduplulnocfc AciratBU wriuan. for ottwr ttiao tpadaf Mtplu. JundurftalH dm. paid In and contrlbutad urplu. Unaolcnad fund. (Mrpln.| Surplu. as radord. pebcvNofdara (MJbbJSdl 120.940.117 afOlFlCATl I cardfy that tfit aboua ffnandal naumam. to ttw bet of my hnewUdca ara a trua and acurau reflactlon of ttw financial condition of dw Company u of Dacambar 31.2013. Addltlbrady, I caitlfy tfi« tfw aboue fbuncUl nttamaoti ara bi Hfaamaot udth tNa SUtutory Rnandal SUtamant. fiUd olGUaum CFO. VF&TraHurar and nnm to ma tu. 7^o,J*/y,;i^/V ALVSSATURKOVnZ Nolaiy Public. State ofNewHbrtc No.0nU6044514 Qualified in Wastchester Oouniy CoRHnission Expires biuiy ia 2010 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000341 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc., 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: Landscape subdivision improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Cne Hundred Forty Cne Thousand Five Hundred Seventy Eight and 00/100 Dollars, ($141,578) 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. NCW, THEREFCRE, 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 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 WHERECF, 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 (NCTARIZATICN AND SEAL) By: PAMI LLC, Its Managing Member its: Jonas Stiklorius Authorized Si ignatory SURETY: Ironshore Indemnity Inc. (NCTARIZATICN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY ~~ III- 20000341 Ironshore 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariile its true and lawful Attorney(s)-in-Fact to make, execute, seai 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"" 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 maybe 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. ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BERGEB NOTAI Y PUBIIC-STATE OF NEW Y< >RK NO. 01BE6222764 QujiHfted In Now Yoilc Count > My CommlMlon ixoiio* June 01, 2014 Notary Public CERTIFICATE i, 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 24th Day of March , 20 is "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000341 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore indemnity Inc. . 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: Landscape subdivision improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Cne Hundred Forty Cne Thousand Five Hundred Seventy Eight and 00/100 Dollars, ($141,578.00) 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. NCW, THEREFCRE, the condition of this obligation is such 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 and provisions per City Council Resokition 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 tkair true ir.ent and meaning, and shall indemnify and save harmless the City, its ;..ffers, ac ants and employees as therein stipulated, and, as necessary enter into a SubdivisUn Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. Page 1 of 3 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 terms 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 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 i' governing body. PRINCIPAL: LV Pacific Point LLC A Delaware Limited Liability Company (NOT RIZATION AND SEAL) By: PAMI LLC, its Managing Member Jonas Stiklorii's Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000341 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: Chris Dobbs, Jalene Brown, and Tracy L Cariile its true and lawful Attorney(s)-in-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"" 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 facsimiie on any power of attorney granted, and the signature of the Secretary, and the seal of the Company may be affixed by facsimiie 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JODY BEBOER NOTAI Y MJBUC-STATE OF NEW YORK NO. 01BE6222764 Qu illflod In Now Yofk Count i My Commiulon IxrIim June 01, 2014 Notary Public CERTIFICATE i, 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 24th Day of March , 20 is Sacretarv "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." •* SEAL • • 181* 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 Ironshore 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 corporation 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: BKMBHOn mDEMNITT INC nNANOM. STATEMENT SUMMMT AialO»nkwJl,lIIU AssEn Sonb FrafHTirt itodu Connion tucAi MMtSM* taam on rMl ««tAH: Tint NtM M«t|M« loun on fMl MUU: OKiK than Snt li«u Fr«Mf1l«« oceuplart by tha CMOpamr UAIIUTIB s baM tar tha produrtloii of Incoma ribald for sala Calh. raih aquraalaritx and ibort-t Conlracltoam f ralAvaitad roUalaral lunti Actragate writaUru ror Jnvaited auats Siibuiah. raib and Invaatad auan TMaplaitulauS. Cbartadofr Invastnaot biconia doa and acmiad U nodtacrod prarblumi and mann balancos in Oio rouna of caUacNM A atonn' baUbcos and InnaSmann boolcad but datanad and Fundi hdld by or dcpocltad wftb n DUior amounn racofvaWa undar rabmaanoa contracn Anounn racatvabta ralatinc ta unlimirad ptani Cununt fadarat and taralcn incoma tax racovarabla and Intarait Ibaraon Natdatairadtaxandt toormdafiDin I, mdudint baabh cara dabvary auan It in aaaan and liabbltlai dua to taral|n onliir<o ratoi bomtvobloitiombaroocti Itoaltbcaraandotboronto AdsrafOta vrtftodni fer olbor tban bnrattad Ataan Total auan aadudlng Souarata AccountA Satrofatad Actouim and Frotactad Cab Accnunn BuntL tatrasatad Accountt and Frotactad CM Aoneunn U1A»1.TJ0 0 0 d 0 0 0 0 0 0 0 I74SOMS4 0 954.1U <9,U>470 0 0 9SJ07,S29 0 0 0 0 •.MS.W «499419 a 4ja.ua 27I>.4»4C a en paid tauai and tou o Otbar i payabla, contitnanl commlulofn and otbar ilmllar tbairai tot laadudtnc taxac bcaniat aod laoal TaioA bcaniai and Faai laartading fadaral and toraifn Incoma taaai) Currant fadaral and foratgn Incoma taaaa Nat dafanad tax lafafbty Unaamad prombimt Advancaprumium Cadad ralnturanca prtmlumi payaMa |nat of carHnp cofflndnfpnil Fundi bald by company undH rafniuranca traatlai Amounn uitlbbald or ratabiad by cnmpany tar account of ochan Pamfttanoai and bami not allocatad Proitttan for ralmuranco Not odfuitmonn In aiiott and •ablbftai dua to fnratto aachanta ratal DrUnoutttandint FayiUa 10 paranc tubddiartai and atniatat Oarfvatlvai FavabUfortacurttlat Payabla for locuritlai landli« 42£S3,Ma 0 72H2AISS 7292)29 i2SSJJ7« l.S29.7<>9 <,U7,SS« 0 2S.MS.120 M£I7,S9« B Adiraf ate wrttaUnt tor iobftltjol TotalbabbWac oxdudinc prtrlectad oad baMlft Pretactod cal liabllitiat Total bablbbac FOUCYMOIOESSS ilMWtUS AoraiaU »ntaUra for ipactal trxplui fuodt Common capital itocA Frotairad caplul ttoct 1>»3.1S« MjKja 120JA0.117 ufor. -rrthanipacialurplui SurMuiNotat Groupaldlnandcr' . .mutad lurptui CEiniFICATE I carbfy that ttid aboua financial itatamems to tfte beat of my kaiourfidio are a true and acnirato rollactloo of ttw ftnancui coodmon of fbo Company al of Bacombac 31.2013 AddntanAfly. I caiWy tful tbe iboM BnandN ttatomarm ara In acraamam aritb tba Statulory Rnandal Statamand fbad laltb ttroFMawuflMMbliinaiiaiw of fnsurarmam ofJBW uma data. afSlaaion CFO.yPBTraaiunat Unanltnadfundr riurpiut) SufOtm ai reM'CA oobcvtabc andiv- ^toraotbli My^miiilonai|*»A_JJL/t^ ' jti»nH<m . (1M9B394I 120J40.117 270A2(3W ALYSSATURNOVrrZ Notaiy Pubiic State of New HM No. 017116044514 Qualffled in Westchester Counte Commission Expires July ia 2016 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. LISA A. PHELAN Notary Public. State of New York Qualified m New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 Signature and Office of individual taking acknowledgment SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000340 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Monument subdivision Improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. NOW, THEREFORE, we, the Principal and Surety are held firmly bound unto the City of San Juan Caplstrano, (hereafter called "Obligee") In the penal sum of Fourteen Thousand and 00/100 Dollars, ($14,000) 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 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 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 (NCTARIZATICN AND SEAL) By: PAMI LLC, its Managing Member Its: Authorized Signatory SURETY: (NCTARIZATICN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Page 3 of 3 POWER OF ATTORNEY Ironshore indemnity inc. ill- 20000340 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariile 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"" 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 5ecretary, 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 WITNE55 THEREOF, IR0N5H0RE INDEMNITY INC. has caused this instrument to be signed by Its Director, and its Corporate 5eal to be affixed this 7* day of August, 2013 1R0N5H0RE INDEMNITY INC. Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. 5ussman to me known, who being duly sworn, did depose and say that he Is the Director of Ironshore 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. JUDY BERCEB NOTAJ Y PUBUC-STATE OF NEW Y< >HK NO. 01BE6222764 QU illflod In NOW York Count t m Commliilen ixpliot Jun* 01, 2014 Juf^rger ^ ^ erger Notary Public CERTIFICATE I, the undersigned, 5ecretary of IR0N5H0RE INDEMNITY INC., a Minnesota Company, DO H iREBY 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 revo ed and the resolutions as set forth are now in force. Signed and Sealed at this 24th Day of March , 20 is SecTMiry "WARNtNG: 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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000340 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and ironshore Indemnity Inc. , 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: Monument subdivision Improvements within Tract 16751 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16751. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Fourteen Thousand and 00/100 Dollars, ($14,000.00) 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. NCW, THEREFCRE, the condition of this obligation Is such that if the above bound Principal, his or its heirs, executors, administrators, successors or assigns, shall in ail 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 shaii 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 shaii be and remain in full force and effect. Page 1 of 3 BE IT FURTHER RESOLVED: 1. As a part of the obligation secured hereby, and in addition to the face amount specified therefore, there shaii 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 terms of the agreement or of the work to be performed thereunder, shaii 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 24th day of March , 2015, the name and corporate seai 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 Its: Jonas Stiklonus Authorized signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY ironshore Indemnity inc. iii- 20000340 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: Chris Dobbs, Jalene Brown, and Tracy L. Cariile 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"" 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 seai 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* dayof August, 2013 IRONSHORE INDEMNITY INC. Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBCEB NOTAJ Y PUBUC-STATE OF NEW Y >RK NO. 0TBE6222764 Qu Illflod In Now York Count t My ComtMtiien Ixoiro* Juno 01, 2014 Juc^erger ^ ^ Notary Public CERTIFICATE I, 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 24th Day of March , 20 15 Sucraury "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore Indemnity Inc., the corporation described in and which executed the above instrument; and that he signed his name thereto by authority of the hoard of directors of said corporation 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: nOHSHOniMICMNmiNC FWUNCUlSTArBMINT SUMUUT «si>IDH«llb«U,lllU Fntfraad ftadu Common itacfci Moncaio loMU en ml Miolt: Flm HoM Montifi loani on ml oinu: OtKtf than Dm U«rt Frooanlai ocnipM W >)>« eonFaay Fiopaftloi IwW for the producUoo of Income FroportlH iMld for lala Cofh. caifi aquivaknte md rtwrt'tarm Inmtmanti Contrcct loam Dorlvadvoe Other InvntaOaxHts Aecarvabtai for wctattttt Sooattim Midinf relovoneO colUteral auatt f^refite trrttaknj for InvattaO atsett Sidttolali. caili atil invHtod euets tnieplimtleuG- Oiartadoll htvttttjaenttncome due end accrued Uncodecledpretnluenaendacents balancHlntheceurieefcellecttoii diait deterred end not vet due Acoued retrotpocttve premlumt Fundi hold br or d d companies Other emountt reoatvable under relniuranoe contncti Amounta receivable relelint to unliuuiad plana Currant fadaral and loreltn tneoma taa racovarafaia and Intaraw Itiaraon Nat datanad tax ataot Guaranty h dorandaiMitt Fianltura andaduipmanl. Indudinc traalttt cara dibvafy anett Nat adjuttmant In axiats and ilabdltlai due ta faraipn axrhar^ rataa Raoaivablet tram pamt. Hlbaldlarlaa and afnilalec ttaelth cara and othar amuunta lacalvabia Apgrafala aattmim far elhar than brvasted astata Total auatt axdudlnd Saparata Anxtunlt, 9 Accountt Ftera Saparata Axxxiuntt. S intsand Frotactad Cad 0 2S,>00.>M G 0 0 0 0 ijwsa 0 0 0 0 0 Q 1749GMS4 0 »e,ii» 49,U2£70 0 0 »J07,«25 0 0 0 0 4.«IS,W< 0 0 0 CJPIJM 0 4JM,1M 17G,41C4e 27047tja lUdiimes lostea Aelnsuranca pavabl4 on paid letsas and los a CommiufOfn payabia, ctmttnicnl cm It and othar ibnllar eharyai othar aapanaas (axdudmp taxal-Kcamai and faaal Taxnt. icanMi ind ftet (aidudinl fadaral and fnraiin innnne tixaa) currant fadaral and fnraipn tnconta taial Net dffantd tax dabibty Onaxmad pramAjms Advaneaprantlum Cadad lalnsuranoa pramlumt payabla piat at cadtap commliNonel Funds liaid l>y company undar rninturanca traallaa AmeunU uilthhaldpr mtalnad by company for account of othuit Ramlttancn and hams not nllocatnd Ffovtlion fw rabmnancn feat adpntmantx In anett and labllitiai dua to fomign exchance ratnt Feyabfa 10 parent, ti Otflvatfvea fnyebintoraecuittlea FiyaMe f» cecufttiec lendmf 4US3,9M D 7G«1055 7254)19 12554)74 1*29.709 «.43735« 0 2S,»»9U0 444W7.994 0 9J01949 Adtmdata antta^ns fortdbdltlaa Fatal UbliWai axdudlnf pnrtactad cad babllllics Pfotactad cad llabilMei Total dibllttlat FoucyHou>EFi55 anptus Auratalt ymtcTm for ipanalucplui llmda Common capital itocA FiaFarm capHal nocb IdU.lSd 149£«.2M 1499t»JS8 120940,117 Affietata aoltaTni for otiiai than ipacM uaplni SuiyducNotac Gram paid In and contrlbutad turpius Unalsljnad fundt lltrplull SuTPlut ax reaardt podcvtmldan (199949541 120940,117 CtdTlflCATl I cemty that th* above Anancbd itatnmtrtts to the best of my bioudedce ere a true end ecxnrate reflection of the llnaiKiel cnndltion of the Company as of Oacambar 912013 AddWonaily. I cafOfy that the aboK finindaf scitameots am bi af faamant adtb iha Stanitnty Fmandal SUUmanIs AM aJGlaason CFO. yPflTraaluiar •OM of Insuramaas of ma lama dtti andnmnMomctbtt Tm^of c/*./y , ,2^v / V ALYSSATURNOVnZ rotary Public State of New HM No. 017116044514 Quafflied in Wsstehester Oounte Commiasion Expirea July ia 201S STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary Public, State of New York Qualified in Nex York County Reg No. 01PH6292618 Commission Expires November 4 2017 RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, OA 92675 AND WHEN RECORDED, MAIL TO: Maria Morris, CMC, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Exempt from Recording Fees: Gov Code 27383 & 6103 City of San Juan Capistrano This Space for Recorder's Use Only AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT {Subdivision Improvement Agreement Tentative Tract Map 16752) This AMENDMENT #1 AND REINSTATEMENT TO SUBDIVISION IMPROVEMENT AGREEMENT for Tentative Tract Map 16752 ("Amendment") is dated as of , 2015, and entered into by and between LV Pacific Point LLC, a Delaware Limited Liability Company ("Owner"), whose mailing address Is 3121 Michelson Drive, Suite 200, Irvine, CA 92612 and the City of San Juan Capistrano, a California municipal corporation ("City"). RECITALS: WHEREAS, SJD PARTNERS, LTD., a California limited partnership ("Former Subdivider") entered Into a Subdivision improvement Agreement Tentative Tract Map 16752 with the City dated October 17, 2006, and recorded In the Official Records of Orange County, California ("Official Records") on October 27, 2006, as Instrument No. 2006000725672 ("Original Agreement"), which provides for Former Subdivider to construct certain Works of Improvement and perform other obligations relating to the filing of a Final Map of Tract 16752; and, WHEREAS, Owner is the successor-in-interest to Former Subdivider 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, the Owner was assigned and assumed the responsibility to perform that certain Work of Improvement thereon as hereinafter set forth and as identified within the Original Agreement for Tentative Tract Map 16752; and, -1- Amendment #1 and Reinstatement of SIA Tr16752 Attachnnent 19 WHEREAS, the City Engineer extended the time of completion of the original agreement to July 1, 2013 pursuant to the terms of the original agreement; and, WHEREAS, Owner proposes to do and perform certain Works of Improvement thereon as hereinafter set forth; and, WHEREAS, Owner has requested, and City has agreed, to extend the time period for Owner to complete the Works of Improvement required under the Original Agreement, as set forth herein; and, WHEREAS, Owner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds ("Bonds") with new Bonds for 100% of the remaining Works of Improvement as defined within this Amendment in the amounts shown on Exhibit "A" attached hereto; and, WHEREAS, By this Amendment, City and Owner propose to restate and amend the Original Agreement in its entirety as set forth herein. All terms not otherwise defined or amended herein shall have the meaning ascribed in the Original Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. General Requirements: Owner shall comply with all the remaining requirements specified in the (a) "AMENDMENT TO 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)" dated November 15, 2005, and its subsequent amendment and restatement dated , 20 , (Collectively referred to herein as the "Improvement and Reimbursement Agreement"); (b) the "WATER FACILITIES AGREEMENT - SUNCAL PROPERTIES", dated September 2, 2003, its subsequent cmendment dated March 16, 2004 (collectively referred to herein as the "Water Facilities Agreement"); (c) t ,e "AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO TERVE TRACT 14196", dated May 4, 1999, and its subsequent ame'-.-ment dated , 20 , (Collectively referred to herein '.s the "Water Facilities to Serve Tract 14196 Agreement") and (d'l the applicable Conditions of Approval set forth in City Council Resolutio n No. 92-6-16-04 (for Tentative Tract Map 14196) and all applicable Crnditions of Approval set forth in City Council Resolution No. 03-09-16-03 (for Tentative Tract Map 15609) and shall, at its own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the works Amendment #1 and Reinstatement of SIA Tr16752 -2- 1 of improvement (the "Works of Improvement") set forth in Exhibit "A" hereto and as defined within the approved Improvement Plans for Tract 16752, to the satisfaction of the City Engineer. Such Works of Improvement shall include, but not be limited to, the undergrounding of the overhead utilities, the placement of curb markers at all proposed street catch basin inlet structures in accordance with the National Pollution Discharge Elimination System (NPDES) requirement, and the construction of all required off-site infra-structure and circulation improvements as set forth in Paragraphs 1.2 and 1.4 below to the satisfaction of the City Engineer. 1.1 Fair-Share Circulation Improvement Participation. Prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation for the existing La Novia Avenue Improvement, from Valle Road to 2500 feet east (15% fair share), which are included within the Improvement and Reimbursement Agreement, as well as, any improvements not included in the Capistrano Circulation Fee Program (CCFP), as identified in the approved Environmental Impact Report (EIR) traffic impact analysis. This financial participation shall be in addition to paying CCFP fees. The applicant's financial participation shall include right-of-way acquisition, design, and construction including, but not limited to, grading, streets, sidewalks, landscaping, retaining walls, drainage structures, utility relocation, and traffic signal improvements in accordance with the City's Master Plan of Streets and Highways. Additionally, prior to the issuance of the first (1st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements. The final cost estimate shall be reviewed and determined by the City Engineer: OrteQa Highway & 1-5 Southbound Ramps: Improvements: Construct an additional southbound right-turn lane and re-stripe existing center lane to a left/thru lane. Fair share: 7.3% Ortepa Hiphwav & 1-5 Northbound Ramps: Improvements: Construct westbound free right turn lane. Fair share: 0.8% Furthermore, prior to the issuance of the one h' ndred and fifty-first (151st) building permit, other than model homes, the applicant shall financially contribute for the project's fair share traffic generation on the following improvements which are included wnhin the Improvement and Reimbursement Agreement. The final co?: estimate shall be reviewed and determined by the City Engineer: Amendment #1 and Reinstatement of SIA Tr16752 La Novia Widening A/alle Road Project to 2500 feet east Improvements: Widening to secondary standards. Fair share: 15% Signalization San Juan Creek at Valle Road Project Improvements: Signals and intersection improvements. Fair share: 38% 1.2 Off-Site Circulation Improvement Construction. Prior to the issuance of the 1^' Certificate of Cccupancy, the applicant shall design and construct the off-site improvement listed below to its ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, and to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed from any agency to accommodate said improvement shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays, shall be subject to review and approval by the City Engineer. Camino Las Ramblas & Via California: Improvements: Install a traffic signal and construct a separate southbound right-turn lane. Fair Share: 94% 1.3 Construction of Avenida GalifomiaA/ista Marina. Prior to issuance of the one hundred fifty-first (151st) Residential Building Permit within Vesting Tentative Tract Maps 14196 and/or 15609, the applicant shall complete, to the satisfaction of the City Engineer, the construction of Avenida California and Vista Marina Street, from the extension of Via California, all the way to its intersection with Valle Road. For any phases of development prior to issuance of the 151^' Residenfal Building Permit any section of Avenida California Street and Vists Marina leading to a developed subdivision phase, within Tentative T act Map 15609 and/or 14196, shall be completed from Via Californi? to that phase, prior to issuance of the first building permit of such phc ,.>e. Any deviation shall be subject to review and approval by the City Engi eer. 1.4 Cff-Site Circulation Improvement Construction. Prior to the completion of Avenida CaliforniaA/ista Marina, or the issuance of the 151^' Building Permit, whichever comes first, the apoiicant shall design and construct the off-site improvements listed below tc their ultimate standard configurations in accordance with the City's Master Plan of Streets and Highways, in accordance with the provisions within the Improvement and Reimbursement Agreement, ano to the satisfaction the City Engineer. All easements, right-of-way acquisitions, dedications and permits needed -4- Amendment#1 and Reinstatement of SIA Tr16752 from any agency to accommodate said improvements listed below shall be obtained by the applicant, with City's assistance. Any deferral in the timing of this condition, due to unforeseen delays caused by the City or outside regulatory agencies, shall be subject to review and approval by the City Engineer. Valle Road & San Juan Creek Road: Improvements: Construct a northbound left-turn lane. Fair Share: 8.4% Valle Road from San Juan Creek Road to La Novia Avenue: Improvements: Widen Valle Road to a two-lane divided roadway including traffic signal and power pole relocations, necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 38% Valle Road from 1-5 to Forester Ranch Road: Improvements: Widen Valle Road to commuter standards, including necessary grading, retaining walls, curb gutter and sidewalks, and slope landscaping improvements pursuant to the approved improvement plans. Fair Share: 72% La Novia Avenue & Valle Road/1-5 Northbound Ramps: Improvements: Construct the La Novia Avenue approach, Valle Road approaches, and the 1-5 NB Ramps as part of a circular one-lane with shoulders round-a-bout pursuant to the approved Improvement plans. Fair Share: 37% 2. Security: A. Cwner shall, at all times, beginning with the execution of this Amendment, guarantee Cwner'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: (i) A Faithful Performance Bond to ensure faithful performance of this Amendment in regard to the Works of Improvements be installed by Cwner in the amount of 100% of the -5- Amendment #1 and Reinstatement of SIA Tr 16752 estimated cost of construction of such Works of improvements (110% for the remaining water related improvements to be installed by Owner)as shown in Exhibit "A" attached hereto; and, A Labor and Materials Bond to secure payment to any contractor, subcontractor, persons renting equipment or furnishing labor or materials for the Works of Improvements required to be constructed or installed pursuant to this Amendment in the additional amount of 100% of the estimated cost of construction of the Works of Improvements to be installed by Owner (110% for the remaining water related improvements to be installed by Owner) as shown in Exhibit "A" attached hereto; and, A Subdivision Monument Bond in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A". B. In order to guarantee and warranty the Works of Improvement and in addition to the security instruments referenced in Article 2(A), Owner shall provide to City the following Security Instruments: (i) Prior to the City's final acceptance of the Works of Improvement and recordation of a Notice of Completion, Cwner shall provide to City a Warranty Bond for Works of Improvement warranting the accepted Works of Improvement 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 Works of Improvement shall be equal to twenty-five percent (25%) of the estimated construction cost set forth in Exhibit "A", or a suitable amount determined by the City Engineer. (ii) Prior to the City's final acceptance of the landscape and irrigation Works of Improvement, Cwner shall provide a Landscape and Irrigation Warranty Bond warranting the landscape and irrigation Works of Improvement for a period of one (1) year following sai^" acceptance against any defective work or labor done c defective material furnished for any reason other than improper maintenance. The amount of such Landscape and Irrigation Warranty Bond shall be equal to twenty oercent (20%) of the landscape architect's estimated construction cost, or a suitable amount determined by the City Engineer. The Landscape and -6- Amendment #1 and Reinstatement of SIA Tr 16752 Irrigation Warranty Bond shall be held by the development's Homeowners' Association ("HOA"). All Security Instruments required by this Amendment, with the exception of the Landscape and Irrigation Warranty Bond, which is submitted to the development's HOA, 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 Cwner's written request following acceptance by City of the Works of Improvement and Cwner's delivery to City of the Warranty Bond for Works of Improvement. City shall release the Labor and Materials Bond upon Cwner's written request and following acceptance by City of the Works of Improvement 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 Division Third 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) Cwner has provided a statutory bond, or otherwise as required by applicable law. City Engineer shall release the Warranty Bond for Works of Improvement upon Cwner's written request following the expiration of the warranty period, provided no claims are outstanding at that time regarding defective work. The release of the Landscape and Irrigation Warranty Bond held by the HCA will be determined by a separate agreement between the developer and the HCA. 2.1 Form of Security Instruments. All '^ecurity Instruments shall meet the following minimum requireme ,is and otherwise shall be in a form acceptable to the City Attorney: (i) Any insurance corr .any acting as surety shall have a minimum rating of A-tX, as rated by the current edition of Best's Key Ratine Guide published by A.M. Best's Company, CIdwick, New Jersey, 08858; any bank acting as surety shall have a minirr jm rating of AA, as rated by Moody's or Standard & Poor's; (ii) Payments under the Security Instruments shall be required to be made (and, with respect to bonds, litigation shall be Amendment #1 and Reinstatement of SIA Tr16752 -7- required to be instituted and maintained) in the County of Orange, State of California; (iii) Each of the Security Instruments shall have a minimum term of one (1) year after the deadline for Owner's completing the Works of Improvement, in accordance with paragraph 3 herein; (iv) The Security Instruments shall reference Owner'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. 3. Time of Completion; All of the Works of Improvement shall be completed no later than January 16, 2017. The time for completion may be extended by the City Engineer, in writing, for good cause shown by the Cwner. Cwner shall compensate the City for all costs reasonably incurred in having its authorized representatives perform the usual and customary engineering services during said extension as specified in Article 19. In the event that Owner fails to complete the Works of Improvement within said period or any approved extension, the City may complete said work and shall be entitled to recover the full cost and expenses thereof from Cwner, or his surety as herein provided. The City may require Cwner, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of said Works of Improvement. 3.1 Force Majeure: Notwithstanding the provisions of Article 3 herein, Cwner's time for completion of the Works of Improvement shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Owner, including, to the extent applicable, adverse weather conditions, flood, earthquakes, strikes, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than thirty (30) days prior to City's receipt of a written notice from Cwner or its contractor detailing the grounds for Cwner's claim to a right to extend its time for performance hereunder. Amendment #1 and Reinstatement of SIA Tr16752 -8- 3.2 Continuous Work: After commencement of construction of the Works of improvement (or separable portion thereof), Cwner shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period of more than thirty (30) days, events offeree majeure excepted. 3.3 Reversion to Acreage: In addition to whatever other rights City may have due to Cwner's failure to timely perform its obligations hereunder, Cwner recognizes that City reserves the right to revert the Property to acreage subject to the limitations and requirements set forth in California Government Code Sections 66499.11- 66499.20-3/4. In this regard, Cwner agrees that if none of the Works of Improvement referenced herein have been made within the specified "Time of Completion" referenced in Article 3 or within the time allowed herein, whichever is the later, and if City thereafter initiates proceedings to revert the Property to acreage, any improvements made by or on behalf of Cwner after the date City initiates such action shall not be considered in determining City's authority to revert the Property to acreage. 4. Effective Date of Agreement: This Amendment shall be effective on the date that the Amendment is recorded by the County of Crange in the Cfficial Records. 5. Utility Deposits - Statement: Prior to the commencement of any work to be performed under this Amendment within an area delineated on a Final Map, the Cwner must file a written statement with the City Clerk and City Engineer, signed by the Cwner, to the effect that Cwner has made all deposits legally required by such public utility corporation for the connection of any and all public utilities to be supplied by such public utility corporation within the subdivision. 6. Permits - Compliance with Law: Owner shall, at Cwner's expense, obtain al! necessary permits and licenses for the construction of required improv ments, give all necessary notices and pay all fees and taxes required by .aw. 7. Definitions and Ownership of Improvements The term "improvements" means: gracing, paving, curbs and gutters, pathways, storm drains, sanitary sevvers, domestic and non-domestic -9- Amendment #1 and Reinstatement of SIA Tr 16752 water, utilities, such as electric, telephone and cable TV, conduits, gas lines, drainage facilities, traffic controls, landscaping and irrigation, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Owner subject to approval by the City Engineer. No work on said improvements shall be commenced until plans and profiles therefore have been submitted to, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Amendment shall become the sole exclusive property of the City, without payment therefore, upon acceptance of said improvements by the City Council. 8. Obligations of Cwner: Notwithstanding, the fact that Cwner's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Cwner of satisfactorily performing said work or the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications including supplements and revisions prepared by Cwner or its registered engineer, and as approved by the City as being consistent with the City Code and Standards. Owner warrants that its plans and specifications conform as a minimum to said codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices. In addition to the foregoing, Cwner shall satisfy all the conditions of approval set forth on the City approved tentative map for the Property. Cwner shall also perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the Works of Improvement in accordance with the plans and specifications on file as hereinbefore specified, or with any changes required or ordered by said Engineer which, in his opinion, are necessary or required to complete this work. 9. Intent of Plans and Specifications: The intent of the plans and specifications ref renced above is to prescribe a complete work of improvement, which Q . ner shall perform, or cause to be performed in a manner acceptable to .ne City Engineer (or designee) and in full compliance with all codes ? id the terms of this Agreement. Cwner shall complete a functional or operable improvement or facility, even though the plans and specificaf ons may not specifically call out ail Amendment #1 and Reinstatement of SIA Tr 16752 -10- items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made of information necessary to carry out the full intent and meaning of the plans and specifications, Owner or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event of any doubt or question arising regarding the true meaning of any of the plans, specifications, or related documents, reference shall be made to the City Engineer whose decision thereon shall be final. 10. Superintendence by Cwner: Cwner shall give personal superintendence to the Works of Improvement, or have a competent foreman or superintendent, satisfactory to the City Engineer, on the work at all times during progress, with authority to act for Cwner. In the event the Cwner is not exercising satisfactory superintendence, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected. 11. Repair and Replacements: Cwner shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such repair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner. 12. Inspection by City. Cwner shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The Cwner shall pay the cost of inspections. City's inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Cwner or the contractor of any obligations to fulfill this Amendment as herein provided; unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. -11- Amendment #1 and Reinstatement of SIA No inspection or acceptance pertaining to specific parts of the Works of Improvement shall be construed as final acceptance of any part until the overall final acceptance by City is made. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. The date on which the Works of Improvement will be considered as complete shall be that date on which the City Council accepts the improvements and authorizes the City Clerk to file a Notice of Completion with respect thereto. 13. Authority of the City Engineer: Ail required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform with City Codes and Standards and the plans and specifications mentioned herein, including subsequent revisions that may have been previously overlooked during the plan review process. Any damage to the improvements (existing or new) that occurs during or after installation of work performed under this shall be repaired or replaced, by the Cwner, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security. In addition to the authority granted to the City Engineer elsewhere in this Agreement, the City Engineer shall have the authority to make a final decision in regard to all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Amendment by Cwner and Cwner's contractor. 14. Changes in the Work: The City Engineer, without invalidating this Amendment and without notification to any of the sureties referenced in Article 2 of this Amendment, may order extra work or may make changes by altering or deleting any portion of the Works of Improvemer as specified herein or as deemed necessary or desirable by the City f.igineer to accomplish the purposes of this Amendment and to protect' le public health, safety, and welfare. It is mutually understood that it i^ inherent in the nature of the work contemplated by this Amendment f at some changes in the plans and specifications and related documer s may be necessary during the course of construction to adjust them tc field conditions and to assure the protection of the public health, safetv, and welfare. The City Engineer shall notify Cwner or Cwner's centre otor in writing (by Correction Notice) Amendment #1 and Reinstatement of SIA Tr16752 -12- at the time a determination has been made to require changes in the Works of Improvement. No field changes performed or proposed by Owner or its contractor shall be binding on City unless approved in writing by the City Engineer. 15. No Warranty by Citv: The plans and specifications and related documents for the Works of Improvement have been prepared by or on behalf of Cwner or its consultants or contractors, and City makes no representation or warranty, expressed or implied, to Cwner or to any other person regarding the adequacy of the plans or specifications or related documents. 16. Liability for Performance, Injury or Damage: Neither the City nor any of its officers or agents shall be liable to Cwner or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Cwner 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 Agreement, or any part thereof. 17. Indemnifications and Release: Prior to the commencement of any work pursuant to this Agreement, Cwner (if performing work itself) or Cwner'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 Cwner or its contractors, as primary insureds, and of the City, its officers, elected and appointed officers, agents, and employees, as additional insureds, and shall 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 nc be canceled until the City shall have had at least ninety (90) days' notice in writing of such cancellation. The Cwner hereby releases and agreer to defend (with legal counsel selected by Cwner and reasonably acceptable to the City), indemnify and Amendment #1 and Reinstatement of SIA Tr16752 -13- 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Cwner, the Cwner's agents, employees, and subcontractors, while engaged in the performance of said work. 18. Liability of Cwner: The Cwner agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Cwner at ail times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of the Cwner's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within said subdivision shall not be construed in any manner to constitute an acceptance and approval of any or all of the required improvements in said subdivision. 19. Cwner's Expenses: The Cwner shall pay these additional expenses: a. The Cwner shall cause to be made and/or pay for soil tests made by a reputable Geotechnical consultant/firm to determine stability, gradation, bearing, and resistance value of soils within the subdivision from which to determine the nature and design of appropriate improvements. The Cwner shall also pay for all compaction and related tests necessary to determine that all fill work and the utility trench backfill has been satisfactorily placed. b. All service (including plan check and inspection), impact and connection fees as established by City shall be paid for each lot in the subdivision in accordance with the City Code. c. All actual costs for, design, plan check, development process and inspection incurred by the City in e^ aluating any proposed or agreed upon change in work. In no event shall Cwner be entitled to -14- Amendment #1 and Reinstatement of SIA Tr16752 additional inspections or final inspection and acceptance of any of the Works of Improvement until all City fees and charges have been fully paid, including, without limitation, charges for applicable penalties and additional required inspections. Cwner shall compensate the City for all actual costs reasonably incurred in having its authorized representatives make the usual and customary engineering services beyond the specified "Time of Completion" referenced in Article 3. Said actual costs include: inspection of Works of Improvement, engineer design review, plan check and project development process. Cwner agrees to pay the cost of said City services within forty-five (45) days of invoice date, or as determined by the City Engineer. 20. Relationship of Contractors: It is hereby mutually covenanted and agreed by the parties hereto that Cwner's contractors are not agents of the City, and that the contractors' relations to City, if any, are those of independent contractors. 21. Certification of Satisfactory Completion: Upon the satisfactory completion of the Works of Improvement by the Cwner, the City Engineer shall certify that the Works of Improvement have been satisfactorily completed. 22. Repairs or Reconstruction of Defective Work: If, within a period of one (1) year after City Council acceptance of the improvement work performed under this Amendment, any of the improvements or work done under this Amendment fails to fulfill any of the requirements of this Amendment, or the specifications referred to herein, Cwner shall without delay and without any cost to the City (upon receipt of written notice from the City), repair or replace or reconstruct any defective or otherwise Unsatisfactory part, or parts, of the work or structure. Should Cwner fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Cwner can be notified, City may, at its option, make the necessary repairs or replacements or perform the necessary work and Cwner shall pay to City the actual cost of such repairs plus an amount equivalent to the current general City overhead costs. Amendment #1 and Reinstatement of SIA Tr16752 -15- 23. Warranty: Without limiting the foregoing, Owner warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and acceptance thereof by the City, the setting of all required Final Map monuments and agrees to maintain all required landscaping in a vigorous and thriving condition for a period of twelve (12) months after completion and written acceptance thereof by the Director of Public Works and Utilities Department and by the HCA. Cnly the warranty security for the landscape improvement shall be posted with the HCA. All other security instruments shall be submitted to the City in accordance with Article 2. The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by law. 24. Default: 24.1 Remedies Not Exclusive: In any case where this Amendment provides a specific remedy to City for a default by Cwner hereunder, such remedy shall be in addition to, and not exclusive of. City's right to pursue any other administrative, legal, or equitable remedy to which it may be entitled. 24.2 City Right to Perform Work: In addition to whatever other rights or remedies it may have for Cwner's default hereunder, in the event Cwner shall fail to timely perform any work required to be performed under this Amendment and such failure shall continue for a period of thirty (30) days after receipt of written notice of default from City, or thereafter Cwner shall fail to diligently pursue the cure of any such default to completion. City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Cwner and the .r urety company, or both, the full cost and expense thereby incurred by City. 24.3 Attorne' o Fees and Costs: In the event of any litigation arising out of Cv iier's performance of its obligations under this Amendment or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and costs shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such -16- Amendment #1 and Reinstatement of SIA fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. 25. Notice of Completion: Upon approval of the Works of Improvement by the City Engineer and acceptance by the City Council, the Cwner shall file in the Cfficial Records a Notice of Completion of the improvements herein specified. 26. Filing of Improvement Plans: Upon completion of the job and prior to final acceptance of the Works of Improvement by the City, the Cwner shall submit to the City Engineer for review and approval, one Mylar (4 mils) set of "record" drawings as well as digital copies of all improvement plans in accordance with the latest edition of the "City of San Juan Capistrano Digital Submission Standards". These drawings shall be certified and shall reflect the job as actually constructed, with all changes incorporated therein. 27. Assignment: This Amendment shall not be assignable by Cwner without written consent of City. Amendment #1 and Reinstatement of SIA Tr16752 -17- IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 20 , 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. OWNER CITY OF SAN JUAN CAPISTRANO LV PACIFIC POINT LLC, A Delaware Limited Liability Company By: Derek Reeve, Mayor Its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit A By:. Name: .ionas Stiklorius Authorized Signatory Amendment #1 and Reinstatement of SIA Tr16752 -18- OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss COUNTY OF NEW YORK ) yd)'' On the i day of -f^pt^^Jn the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared C^r)/?5 "^-ht (oA(u. ^coersonallv 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) ^^2^ P ^t^cP'^'-^.....^ Notary Public USA A. PHELAN Notary Public, State of New York Qualified in New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 Amendment #1 and Reinstatement of SIA Tr16752 -19- Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF SUBDIVISION IMPROVEMENTS Final Tract Map 16752 I hereby certify that the following improvements in Pacifica San Juan Final Tract Map ("FTM 16752 have been completed, to wit: Schedule of Improvements Total Amount Percent Complete Remaining Amount or Bond Amount Street Improvements $710,192 0% $986,932 Water Improvements $262,073 61% $102,919 Sewer Improvements $364,676 77% $85,485 Drainage improvements $476,943 86% $71,118 Landscape and Irrigation $1,898,601 50% $949,301 Monumentation $38,500 0% $38,500 Off-site Public improvements (1) NA (1) Total Works of Improvement $3,750,985 41% $2,234,255 (1) With Improvement and Reimbursement Agreement Street Improvements The Performance Bond is for the amount of Nine Hundred Eighty Six Thousand Nine Hundred Thirty Two Dollars ($ 986,932 ). (ICO % of Column 4) The Laborers and Materialmens Bond is for the amount of Nine Hundr-cd Eighty Six Thousand Nine Hundred Thirty Two Dollars _($ 986,932 ). 100 % of Column 4) Water Improvements The Performance Bond is for the amount of One Hundred T o Thousand Nine Hundred Nineteen Dollars ($ 102,919 ). (100 %ofCok nn 4) The Laborers and Materialmens Bond is for the amount of One Hundred Two Thousand Nine Hundred Nineteen Dollars ($ 102,9 9 ). (100 % of Column 4) Sewer Improvements The Performance Bond is for the amount of Eighty Five Thousand Four Hundred Eighty Five Dollars j$ 85,485 ). (100 % of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 16752 1 of 3 Exhibit A The Laborers and Materialmens Bond is for the amount of Eighty Five Thousand Four Hundred Eighty Five Dollars {$ 85,485 ). (100 % of Column 4) Drainage Improvements The Performance Bond is for the amount of Seventy One Thousand One Hundred Eighteen Dollars {$ 71,118 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Seventy One Thousand One Hundred Eighteen Dollars {$ 71.118 ). (100 % of Column 4) Landscape and Irrigation The Performance Bond is for the amount of Nine Hundred Forty Nine Thousand Three Hundred One Dollars ($ 949,301 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Nine Hundred Forty Nine Thousand Three Hundred One Dollars _($ 949,301 ). (100 % of Column 4) Monumentation The Performance Bond is for the amount of Thirty Eight Thousand Five Hundred Dollars j($ 38,500 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Thirty Eight Thousand Five Hundred Dollars {$ 38,500 ). (100 % of Column 4) Off-site Public Improvements The Performance Bond is for the amount of Zero Dollars i$ 0). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars {$ 0). (100% of Column 4) Subdivision Improvements Agreement Pacifica San Juan, FTM 16752 2 of 3 Exhibit A SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the remainder of the in-Tract FTM 16752 improvements, agreed to be performed by the Owner and Subdivider to be Two Million Two Hundred Thirty Four Thousgpi'^-^^^S-Nijndred Fifty Five Dollars ($2,234,255) DATED: ACCEPTED BY CITY gp No. 33796 Doug Staley (RCE No. SSTSey President Hunsaker & Associates Irvine, Inc. 3 Hughs Irvine, CA 92618 DATED: Steve Kooyman, P.E. Assistant Public Works Director Subdivision Improvements Agreement Pacifica San Juan, FTM 16752 3 nf n SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000342 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Street subdivision improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 16752. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbiigee") in the penal sum of Nine Hundred Eighty Six Thousand Nine Hundred Thirty Two and 00/100 Dollars, ($986,932) 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. NCW, THEREFCRE, 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 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 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 Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000342 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: Chris Dobbs, Jaiene Brown, and Tracy L. Carlile 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"" 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 Daniel L. Sussman to me known, who being dulv sworn, did depose and say that he is the Director of Ironshore Indemnity, Inc., the corporation described in and which executed the above instrun °nt; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. JUDY BERGEB NOTAt Y PUBUC-SUTE OF NEW Y< >RK NO. 01BE6222764 QUI illttod \n Now Yotic County My Commiiiiefl ixplrui June 01, 2014 Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, J 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 voked and the resolutions as set forth are now in force. Signed and Sealed at this 24th Day of March , 20 15 secretary "WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, flies 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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000342 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Street subdivision improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16752. NCW, THEREFCRE, we, the Principal and Surety are held firmly hound unto the City of San Juan Capistrano, (hereafter called "Chligee") in the penal sum of Nine Hundred Eighty Six Thousand Nine Hundred Thirty Two and 00/100 Dollars, ($986,932.00) lawful money of the United States, for the payment of which sum well and truly to he made, we hind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. NCW, THEREFCRE, the condition of this obligation is such that if the above hound 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 and provisions per City Council Resolution No's. 92-6-16-04 and 03-09-16- 06, on his or their part, to he 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 he and remain in full force and effect. Page 1 of 3 BE IT FURTHER RESOLVED: 1. As a part of the ohiigation secured hereby, and in addition to the face amount specified therefore, there shall he Included costs and reasonable expenses and fees. Including reasonable attorney's fees. Incurred by City In successfully enforcing such obligation, all to he 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 terms of the agreement or of the work to he 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 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 Bv: -Ai^ Jonas StikloriiLS " Authorized Signaiorv Its: SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000342 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: Chris Dobbs, Jaiene Brown, and Tracy L. Carlile 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BERGEP NOTAJ Y PUBUC-STATE OF NEW Y( >RK NO. 0tBE6222764 Ou iHtlod >n NOW York Count t My Commiiiien ixpIrM Jun« 01, 2014 Notary Public CERTIFIC/:-£ I, the undersigned. Secretary of IRONSHORE INDEk'.'JiTY INC., s Minne- ., Company, DO "^REBY 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 24th Day of March , 20 is "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 conceais 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." 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 Oobbs, 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 ironshore indemnity Inc., the corporation described in and which executed the above instrument; and that he signed his name thereto by authority of the hoard of directors of said corporation 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 Jaiene Brown County of Residence; Sumner My Commission Expires: May 25, 2016 SEAL: mOMSHOn INKMNITT INC flHWOMSTATIMENTSUMMMr AialDmntarU,20U Fraf>fr«litack» Common HAcks MoftiMO >eM on mol ofUtc: FInt Nom Mort(a(n loani on rwl •ftalo: OUMT than flnl U«u rroooRloioizuiiM W til* conMir* OnptmoiMO hirllio OfMluctloo ol Incomt FropMOMMclforul* Caih. cuh «qulimknti aoO tlwft-t««m JnvKtmanti Contract loaiu DmlvatKmi Other hwastadaoats ftacatvalrin for sacwitlar SaoaWn iMKlini ralnva«M coHttaral amats l^rafalc anha^ru (or Jnwtsud asaati Subtotals, catb sod jnvaslarl assatx TIttteltotslMsl. Charladofl Immstmant hwaoit Out and accniaO Uncoaactadprtmlumsandbidnts balances In thacouna of coHacden ma aiants- balincos and Irmatmants booliad but d notyatdua oetlvapramlums Amounts racevarable booi rabtsururs Fdiidi haM by or dsimsltnl udtk talnutad compaiiitt Othar amounts racotvaWa undar rabsioreiKa contracts Amounts racalvaM* rttatbig to unliuurtd ptans Cumnt fadiral and loroicn btcoma tax racoyurabla and Intarast IharMn Soaraotyh aoidpmant, lndiidiii« baaWi cart dabvtry aittts It in assM and Uabdlttol dim to fdral(n assbai^a ralas am btrmn. suMldlaftus and ifllllalas Haalth cart and othar amounts racalvabi* Adtmflala wittadni lor othar than tanmstsd asstts Total tssats axdwdind Satmnta Accounts, Sagmtata Accounts d Accounts snd Arotacmd Cal rugatad AecMmts and yretactad Cad Accounts TOIAU 0 ».)oo.m 0 0 0 0 0 tjio.ua 0 0 0 0 0 0 174jlMj5< 0 SM.IU 4S.23JU0 0 30j07,glS 0 0 0 0 4,liOSj« 0 0 0 a 4ja.uiii 2n.42«US iTOjZtjgg UAAItinp Uia4s Aalnsucsnco Aty4bl4 OA paid lossas and loss a Loss sdbictmant tsponsM It snd otbar ibnllsf thsrgas Othar mpansos (asdurlinc tsxal. iconiM snd bast Tacas. Hosnsas and fast laadudbig lidtral and tsrslgo ineoma tasts) currant fsdtral and hiruign bKoma tsstt ttatdalarradtaaUdgly Unaamad pramiunii • Inat al cmgng cammbdaml Coded reinsurance premhin luhdt held by company und Amounts wtthbold or rotabiod by company for account of othors Pomlltances and home not adoeatod ChaltsotsMindtng • to foralgn acchaive ralas 42jSt.Ma 0 7jUj8S 725A1JS 2JSSA)74 1.U1.7IH tU7i» 44U7jM 0 Payalda to parcnc subddlailas and alrlllatos Payabblorsocuiltlos Piyiblt lor lacurtlits lendblf Uabllllv for amounts hold undor unhuurad oLons AUregilo unttodns for Ubdltlot Total ttblildos ocdudlng prolocttd COA AoblWiet PrMcctud cot llotdUtlos Total aobdhim POOCyHOUIERSj SllAPUlS acgragolo ontobts lor sporlsl sucplui bmds VAM.15* UAUC.2tA U01S4O.117 Common capital stocb hvfvmd ciipKil stock Adfrtttta unKolns for othar than tpobal lurplus Surplus Nous fiross paid In and eontrtbutad surplus d funds Iturplut) Surpbis as retards oodcvhoLOtn TOTALS (ltJAl5S4| U0>IL>.1S7 77Dj2Cjat CtATIflCATT icamfy than the aboscA mts to die betl nl my lowwledte ere 0 true and acoiroto mflection of the Anencial cendLtLon of tba Company at of Docamber SI, 201S. Addllloctally. 1 cardfy thai the ibove financial stataments are tat agraofflont lutth tba Statutory Finondal Si urtth thoPAInnubjaAbpbiimdM oflnsuraodtasof e aLLitoasoh CFO.VPaTrtasufor oAdismmtometlib i is ?5io,JdA/y, ;):«)/'/ MySO»rnlsilohewimu.X£/l2^/S yincitfS: , y- ALVS8ATURN0Vn2 Notaiy Publ)'.x State of New KM No. J17U8044514 Quaimed L-i Westchester Oeiaty Cotnmier hXi Expiree ia 2016 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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 instmment, the individual, or the person or entity upon behalf of which the individual acted, executed the instmment. LISA A. PHELAN Notary Public, State ot New York Qualitiea in New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 Signature and^ffice of individual taking acknowledgment SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000345 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Water subdivision improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16752. 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 One Hundred Two Thousand Nine Hundred Nineteen and 00/100 Dollars, ($102,919) 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 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 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 ionasSliklonus Authorized Signatory Its: SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000345 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: Chris Dobbs, Jaiene Brown, and Tracy L. Carlile 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"" 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 sea! 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 t'" Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore indemnity. Inc., the corporation described in and which executed the above innrument: that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. JUDY BERQEB NOTAJ Y PUBLIC-STATE OF NEW YORK NO. 01BE6222764 Qu illflod In Now Yotk Count ( My Commiiilon ixplioi June 01, 2014 JuL^erger (J ger Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Cor pany, 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 nr t been revoked and the resolutions as set forth are now in force. Signed and Sealed at this 24tn Day of March , 20 is ,,- S«crM»rv "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000345 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Water subdivision improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16752. 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 One Hundred Two Thousand Nine Hundred Nineteen and 00/100 Dollars, ($102,919.00) 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, shall 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 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 terms 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 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 Its: Jonas Stiklorius Auihoiizod Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY ~~ III- 20000345 Ironshore 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; Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"'' 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BBBetB NOTAI y PUBUC-STATE OF NEW Y< >RK NO. 01BB6222764 Qu< illflod In Now York Count i My CommlMion ixplioi June 01. 2014 Notary Public 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 24ih Day of March , 20 is Secrstarv "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, commits a fraudulent Insurance act, which is a crime and subjects such person to criminal and civil penalties." 1019 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 Ironshore 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 corporation 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. Nofar7 Public Jalene Brown County of Residence: Sumner My Commission Expires: May 25, 2016 SEAL: UtONSMOM IMDEMNm INC nuMKUlSTATmiNT SUMMMT AsotDmnlMr}1.10U tarn nana Coninoii nodu MMtf Mt bans on rant tstalt: Rnt NtM McMttM" )°NN I™ IN*! tmtt: Other than nm Uans fnoaitlaa acnipM hy Wa WKMhlr rraparUM hald far Ilia production aflrKamt PrtparUalhaM far sola Cash. CMh aqulvatarm artp dMrt-larrn Invastmants Contract laiin Darlvathrafl OOwrhtnmtadasMto flacalrabUi tor ucairthai Sooiritttc Itndinc rainvartad callataral auats Aaratatc rvrtta.|nj for inwaitad auatt Suhtahila. cidi and hnaatad atitu ntlaplinulauS. Charjadoff Invattmcnt Incorni duo and accruad Uncadactad prarnlomi and tftna balancac In itia courM at callactlao "«Mtne5 Dafarrad pramlunti, apantx'balarK notyttdua Acoiiad ratracpactlva prarnhimt d hot dafarrad and Fundi hold by or dapodtad otth n OlhatiiaouMtraaatvi N ratniuraiKa cantncti Aoiaunts racafvabla ralaUnf to unlitsund ptani Currant fadoral and faralin Uieatite tan racuvarihta and Intanast lharaart Naldatnnudtaxaaiat Suaranty fundi racatvablt or art dapaitt Fumhura andadutpntanchtdudiiv haatth cara dahvary ittctt Nat adlunnianl in aistti and liahWIiat dua to farai(n anlianfa ratai Pacaivablai ftatn parant, NihaliUaHai and afnilalai Htthh cara and olhar amauna raeitvapla a<ira(ata wtttadm far athar titan btvaitad axitti ratal aiaata audi accounts parata Accounta. Saf rifatad Accounts and Frotadad Cad Frara Soparata Aoountc. satraflatad Accounta and Frotadad Caa Accotatts UUS1.720 0 2C.»0.9M a 0 0 0 0 0 0 0 a 0 0 17«309>S< 0 M4.m D 30J07,«25 0 0 0 0 «.«».*M 0 0 0 (jdun 0 cja.uo 770,*3t3«S nca payahia an paid tanas and tan a lots adiusPitattt aapaiuas Conintistlaos payablt, continitnt cot It ctiarlas Olhar aapanius lasdudhtc taxas. kanios and faasl Tasus. tkantas and ftat (aadudhti fadiral and laraltn incania taiaa) Currant radtral and foraipn bicanio taaas Nat dafatrad tax labdily Lfnaarnadprantiums Advancaprantium Cadtd labsuranca prunthinis payaMa Inat at cadbt cantttilsitaiisl Funds haht by casnpany undar rainsuraitca traatias Anteunts wtthhald or ratahtad by eatttpany Far accDunt of achars Ranitttancas and ttatns not altaeatad Prpytlian For ralmuranca Nat odjuitntann In osaau tnd iablliltts dut la loraitn txcbanft rotas PavaUa to param. subsldiartas and alfUlatts Dartvattvas Fayablaforsacuittlos PayaMa for lacurttias krtdli^ UaUlltv fur aniaunts hold Undar unlnsiirad pUna Adiraf ata inltaUns forlpMlttias TplaiUibdIIlai axdudlni protactad esd dablWias ProtidadcadliaMWtat TotililabllMos FoucrHoioEfm sunvis Auratau tniu.|m for tpadal lurplui batda D I.a29.7IB <.497.SS< 0 7S.Wt.U0 <4W7.SM 0 bWdJAIM i3a7.M> 1.AU.1S« im.sw.7U imwsjss uojao.ii? Continon capital stocA Frafairad capital stocb Asiratata <arlta.lns far otticr than tpadal lurpiui SutplusHalas Gran paid In and cantributad surphtr Unasdtnad binds |turplus| Surplus as recards aoficybaidats (UJ983Sd| 170.S40.117 77D.47(3« CtliTlFICAll IctrlifytFiatftitbbasull dtotttobestafmy knaudadsa ara a true and acoirata raitactlon of tba finandat eonditiun uf Iba Company as pf Dacaiubar 31.2019. Addllpnally. I carttfy that tba abPM financial stattmants n in Hraamtnt ydtb tba Statutory financial Sutttnanb Mad Nttb tbaWUnuiniWdiiysiiiti nf insuraasus of • CfO.UPSTtaasurar 7^ ALYSSATURNOVnZ H o«y Public Stats of NewTMt NO.01UW044514 Juaflfied in Vltestchester OcxMy u^ommiaaion Expirea July ia 201S STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notdrv f^.ci.. Slate of Mew York Oua.'.-lie-i in New Yoik County Reg Mo, G1PH6292618 Commission Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000344 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore indemnity Inc.. 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: Sanitary Sewer subdivision Improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16752. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Eighty Five Thousand Four Hundred Eighty Five and 00/100 Doiiars, ($85,485) iawfui money of the United States, for the payment of which sum weii and truiy to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. NCW, THEREFCRE, the condition of this obligation is such that, if Principal shaii 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 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 WHERECF, 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 Its: Jonas Stiklorius Authorized Sigiiaioiy SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000344 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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. ,J^% DarilerL. Susi Director ACKNOWLEDGEMENT On this 7 Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBGEB NOTAJ y PUBUC-STATE OF NEW Y< >RK NO. 01BE6222764 Qu illflod in NfWYoik Count i My Committten IxptoM June 01, 2014 Jui^rger Notaiy Public CERTIFICATE I, 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 24th Day of March ,20 15 * SEAL • 1910 PaulS.GlkFdano Secretary "WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, fiies 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, commits a fraudulent Insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000344 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. . 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: Sanitary Sewer subdivision improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16752. 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 Eighty Five Thousand Four Hundred Eighty Five and 00/100 Dollars, ($85,485.00) 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, shall 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 jme and in the manner therein specified, and in all respects according to their tri j 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 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 terms 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 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 Its: Jonas Stiklorius Authorized Sigruy SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY III- 20000344 Ironshore 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile its true and lawful Attorney(s)-in-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"" 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. ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBCEB NOTAJ Y PUBUC-STATE OF NEW Y< >RK NO. 0TBEB222764 Ou ilUlod In Now York Counf t My Commliilon ixpliM Juno 01, 2014 Notary Public CERTIFICATE I, 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 24th Day of March , 20 15 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 conceals 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." 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 Ironshore 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 corporation 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: RONSHCWE INCCMNm INC fUUHaM.STniMtMr«MMMf Ai<rfD«tmb<r31,2aU tOMiS Fraf*fTMl itodN Common itocfci Mom™* Wwiu on fool oslott: Flra Htm Mofiv^o loon, on ml onou: Ottof (hon fimt lion. FTooofHo. oouplod by too Gomponv Proportlo. hoM for tho pf mlunlim m Inoomt Propofllo.lml<lformlo Colli, mh opulvolont. Mid lOen-ttrai ImmAmonti Controotloan. Other InvoModonot. flocolroblot far rocurrdo. Sooirltlo. Iiridinc rdlnvoMed orfUtorol ouot. Aarofttt writotn. for Invoitod tuott Sufatotolo codi Mid looMod ouot. TWopltiit.lou$. Oioiyodoff MvoMmont Incomi duo Mid accniod Uncodoctpd promluni. Mid Hont. boloncoi In tho rpureo of MlloMlon 14UM1.7M 0 M.>0O,3M 0 0 0 0 a 0 0 0 0 c 0 174J03ASd I) 954.113 49,J3I.»70 Unm RMiuuranco ptvipl4 OA poid loitt. and lor. p Commluleii. poyolilo. continfdM ten Hondo irchono. OlMr oopMiM. lonliidiiii toxoo Ikonio. Mid hoil Tom iconuf Mid hoi (PUhidinl fodorol and loralin Incdoio taiod Curraiil hdani and Imlpi Incomo toao. Not dthrrtd too liability Unoomodpromlum. Codod rolnuronto promlom. ptyouo loot of codbip tdmmltiloo.| fimd. hold by company undM rMruurojica bootlot AfflMMlt. withhold Of rotainod by compMiv hr octognt of othor. 0 Mid ham. npt oltocatod Prortlipn for robmiroiico Not odJintmMit. lo OHOtl and tobllWo. diM to h Drotttoutflaiidliic 4US3.3W 0 7254)13 12S54I74 l.«Z3,T05 6.437JS* 0 25,9U.U0 O Dohrrod promlumo ofont.' b nolyotduo OoyobtotdpMtfit.o otUrt promOim. iroMofrdmrolnni FOnd. hold by or defMKhod whh rolnwrod componlM Dthor amount. rocutvaMo undar rabiumnco omtract. Amount. cocoivoMo iolntln« to unlnwrtd ptMU Currant fudorM and foralcn blComo too raannralilt and InttfOM tharaon NaldohrradtaxaMOt Guaranty fund. racalvaWa or Ml dtpoUt Fumhura and oduipmaoc bidudini haallh can diltrtiy tutt. Nat adIiMtfflani In anat. and lUbdltlM dua to tptaicaaxdiHva rata. •acM • anda Hoalthcaraa drataMMa AfirafOla witt>4n. Fdt ditiar than bamtttd istt. Total auat. aadiaUnd lapamta AccduntA 5af ratltod Account, and Protactad CaP Accounts From Saparata Accounta Sofrat atad Accounn and Protactad cat Account. TOIAU 0 30J<I7,U5 0 0 0 0 4.««,M« 0 0 B 4ji3.iia 17C.4J«4»S 270.4»ja PaytMoMcMcurttlos Pavabl4farHcui1li4.li Uabllhy for amountt htU imdtc imin Afiraf ata wittaUn. lorlobllltla. Total ll.bliltla.aiidudlii«pri>ia«ada Protactad cap llablliliot Total MabPlttac POUCVHOlDERn Sb hPtUS Aurapau wnloMns loc metal uralu. tund. l>Pl.lSt 1433UJU uojte.iiT Common capital Rock Praiarrad capital nock AuratkU anttadn. for olhac Oiao mcW lurplu. Suiplu. Notts Gron paid In and coACrlbuttd Mrplu. Unamltnad fund, (mplu.1 Surplu. as raum. ppbcRiplclMa (lt49P.554) U0340.117 aRTIFICATT t cMTIFy ttiat ttio kboiw AnanclM Ratemcnt. to Iho ben of my biowttdCP ara a true and accurata ronaetton of tha financlM condition uFltia Compaay a. OF Dacambac 31. WIS. AddWonally. I carttfy thai the abovu flriMiclal Riumcnt. M« In acraamant wRhRit Statutory finandal SuttmiMS Nod with tho>l|lk|nUilNl|irailiri otIivluraacNM.nfJ| CfO.VPPTraaRiraf and nyacn lo mc till. ALVriSATURNOVnZ Notary Pjblic State of New KM 'to,017U6044514 QuaRTad in Wsstchester Oetnte Comniaaion ExpiieB July ia aofS STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment USA A. PHELAN Notary Public, State of New York Qualifieci in New York County .RegNo. 01PH6292618 oommission Expires November 4 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000343 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc. 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: Storm Drain subdivision improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 16752. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Seventy Cne Thousand Cne Hundred Eighteen and 00/100 Dollars, ($71,118) iawfui money of the United States, for the payment of which sum weii and truiy to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. NCW, THEREFCRE, the condition of this obligation is such that, if Principal shaii promptly and faithfully perform said improvement obligations within the fully executed and recorded subdivision improvement agreement, then the obligation shaii be null and void; otherwise it shall remain in full force and effect. Page 1 of 3 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 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 Jonas Stiklorius Authorizgd Signatory SURETY: (NOTARIZATION AND SEAL) Christopher L. Dobbs-Attorney-in-Fact Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY —— III- 20000343 Ironshore 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he Is the Director of Ironshore 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. JUDY BEBgEB NOTAI y PUBUC-STATE OF NEW Y( >RK NO. 01BE6222764 QuOllflod In NOW Yoffc County My Commiitlen ixpliM Juno 01, 2014 ger Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, 0 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 evoked and the resolutions as set forth are now in force. Signed and Sealed at this 24th Day of March , 20 15 Secrutiry "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000343 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. , 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: Storm Drain subdivision Improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract 16752. 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 Seventy One Thousand One Hundred Eighteen and 00/100 Dollars, ($71,118.00) iawfui 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, shall 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 tir i and in the manner therein specified, and in all respects according to their true i tent and meaning, and shaii indemnify and save harmless the City, its offers, ac^nts and employees as therein stipulated, and, as necessary enter into a Subdivisi^ n Agreement, then this obligation shall become null and void; otherwise it shall be an. remain in full force and effect. Page 1 of 3 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 terms 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 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 Jonas Stiklorius Authorized Sign,it ;•. Its: SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000343 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile Its true and lawful Attorney(s)-ln-Fact to make, execute, seal and deliver for, and on Its behalf as surety, any and ali 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"" 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, contrarts 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 Daniel L. Sussman to me known, who being duly sworn, did depose and say that he Is the Director of Ironshore 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. JUDY BEBOBB NOTAt Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 Ouotlflocl tn NOW YoUc County My CommiMlen ixplfoi June 01, 2014 irger Notary Public CERTIFICATE I, 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 24th Day of March , 20 15 "WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, files and application for insurance or sUtement of claim containing any materially false information, or conceals 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." 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 Ironshore 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 corporation 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: mONSHORC INOCMNITTmc nNANaUSTATaiEHT SUKMUT A>illDKMlk«Jl,lSU frafttrW jtock. Cofnnton tucfcf Mertiaf* lom on real MWt: Fkn Nmm MwtfH* kwtl on rMl «mt«: Olhof than tint Uaiu HopHthn occupM W tlw cerapan Propaftloi hofd for Om productioo of tncema praponm hold for Hia CaA. caA aqoholaoB aod Aon-umi ItiAshmoti Conlraot loam DorlvatlVM Other Avastadanots McatvaUai for HOaltlM Sacurhm landlnc ralnvaftad collttaral auati Aarifatc wrttotru for Invoitad awati Sobtotah. OA Md Invamd aura THHolanUteuS. tOiartadofI bwoAnanllTKanit dua aad accruad UncolKtadpr«nlumsindacAti balancailnlhacourMOfceliectior a atMitf babncM and Innadmanti bouatd bui dafarrad and not vat dua acrruad rttrdAocthM pramAmi Amount* raaovtrabic front ralmuran fundi hold hv or dipodtod olth ralnaund rompaniai Otiior amountt racatvaWa undar rttnturanca contractf Amountt racalvablr rataUnc to unlnujrad plant Currant fadaral and fartlcn Aeomc tax rearvaratUa and tntaratt Aaraun Nat dafarrad tax atMt Guaranty fundi racatvabta or A dafioxit h cara dtliwaiy auatt Nat adhatmMt In auau Ad llaWlnlai dua to foralin anhanfa ralai Racahmhlat fram paraov lubaldlaflat and afMiatat Haalth cara and oAar amounu racatvaMa Aurafata anltodnt for ethar than hrvastad atsau Total ataau aadudlna Saparata Account*. Sof ratatad AecnunU and f rotactud Col Accounu 1414»1.7J0 0 »,9I».MC 0 0 0 0 0 0 0 0 0 0 0 iTdjosAsa 0 9Sa,113 as.ajjTo 0 0 3IIJ07,US D 0 0 0 a,d<is,te< 0 0 ajn.iM }7o.a2Sje nca layabta A paid louat and ton u Pram Saparata Account!. S It and Protactad Coa Actountf contlniani eommJuloni and othai ttmltar chartoi dini taxat. KcMiiui and faaal It and foratpn Incoma taxat) TaxaA hannf and (Mt (axckida Currant fadaral and forakn hncoma tarnt NatdalarrMlaalaliiMv tlnaarnadpramiumi Advanca pramAm Cadad ralniurarua pramhirnt payaMa Inat uf codlni cummlnlpnti Fundi hatd by company under rafnturnnca traatiai amounu wtthhald or raulnid try company for accnunt ofottian Mmmancai and hamt not allocatad PTcndNonhirralniunnta Nat ad)iiibnanu In Bttau and laMMioi dua lo loralin aachania ratac PtyaWa to parent, u Dorlvaliuai PayaMa In Hcuiltlai PayaMa for Hcurtdai lendinf a2.<ss,9n 0 74>UXISS 7254)13 2J554t7a U2S.70S t.ai7.5U 0 2S.St*,12a (302.343 a<|raiaUwrttaamfar«nlillWai ToulUHmlai axrludlni protactec Protactad calllaMlltiaa Total aabllljat POUCTHOUIEfiyS SlrRPtUS auraiala wntoam lor tpadal turplut hmdt ua2.uc ia33«3U las^suu 120340.117 Cmmon caplUI itoch Praftrradcaplulatota It for plltar fluo ipacMlurpI A Suiplut Notat Groit paid lo and P Unaultnad fundt flurplul Surphjt at rutardt policvholdar* (»jai35a| 120340.117 tXttTtflCATC t c crttfy that the atawp Itnanctil ftstcmenu to tfw best Of my tatoudadco ara a true and acoirito raltacttoo of tha Itnandal condition at dm Company as of Oacamhar 31,2SU Addltionalty. I cofttfy that the atxtve finandal satomantt ara It WIA tha Statutory financial SUtamanU Mad H Of Inturaacaat ofJpo taraa data. CFO.UPhTraaturar and iwom to ma tMt ?2^Mn/*/y, ;X<3/V ALVSSATURNOVrrZ Notaiy Public state of NewYM No.0inJ6044514 CKialffied te Waslchester Counte Commission Bqjirea July ia 2016 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Ofnce of individual taking acknowledgment LISA A. PHELAN Notary Public, State of New York Qualified in New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000347 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc., 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: Landscape subdivision improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16752. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbligee") in the penal sum of Nine Hundred Forty Nine Thousand Three Hundred Cne and 00/100 Dollars, ($949,301) 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. NCW, THEREFCRE, 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 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 WHERECF, 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 (NCTARIZATICN AND SEAL) By: PAMI LLC, its Managing Member Its: Jonas Stiklorius Authorized Sim vo SURETY: Ironshore Indemnity Inc. (NCTARIZATICN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Page 3 of 3 POWER OF ATTORNEY ~~ III- 20000347 Ironshore 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 5ecretary, 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 WITNE55 THEREOF, IR0N5H0RE 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. OartleTL. Sus: Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Dirertor of Ironshore 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. JUDY BEBGEr- NOTAJ i PUBUC-SIATE OF NEW YORK NO. 018165:22764 Qu iHflod In Now York County My ComfMMlon txpliM Juno 01, 2014 Notary Public CERTIFICATE I, 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 beer revoked and the resolutions as set forth are now in force. Signed and Sealed at this 24th Day of March , 20 15 PaulS.GtoHano Sflcretarv "WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, fiies 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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000347 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. , 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: Landscape subdivision improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16752. 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 Nine Hundred Forty Nine Thousand Three Hundred One and 00/100 Dollars, ($949,301.00) 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, shall 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, agen.s 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 r .main in full force and effect. Page 1 of 3 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 terms 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 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 (NOTAF iZATION AND SEAL) By: PAMI LLC, its Managing Member By: Its: Jonas Stiklorius Authorized Sign SURETY: Ironshore Indemnity Inc. (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Page 3 of 3 POWER OF ATTORNEY ~~ III- 20000347 Ironshore 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 5ecretary, 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 WITNE55 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 Daniel L. Sussman to me known, who being dui/ sworn, did depose and say that he Is the Director of Ironshore Indemnity, Inc., the corporation described in and which executed the above instrt nent; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. JUDY BEBOEB NOTAI T PUBUC-STATE OF NEW Y< )RK NO. 01BE6222764 QU itmod tn NOW Yotfc county My Commtition txpiiM June 01, 2014 Juf^erger ' ^ 2=lM. (rger Notary Public CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Minnesota Company, ' hLP.EEY 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 beer evoked and the resolutions as set forth are now in force. Signed and Sealed at this 24th Day of March , 20 15 "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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: niMBHCWE INDCMNITT IK muNousTMiMon suKuum *>ulO««lMr91,2IIU tatw Bonk fraftfTKlxtodu Common itadu Monsaia loam on raal afUla; FInt Nam MOfttafa loan* on mat anala: Olhaf ttian nm Uam Propattlot ocouiilaa bv tha companr hropaftlai haM for tha pfoductlofl of Incoma Prohamai hold for lala cam. cad. aqufvakntx and ihon-tafm Inyactmtnts Conlract loam Other hhmttodanata Nacahriblai for MCOrttlat Uanitim lahdln( ralnmtad ahlataral auati aaratata wrttadni for Invattad auati Subtotah. adi wrd invaatad auati TItlaplantalauS. ChaiiadofT Invasbnant bicama dua and accruad UncoHoctddpramlumiandmahts tmlancaslnthocouruof cohadleh Dafarrad pratnlumc atanti' battncaa sf not vat dua AODuad ratro^actfva prumhims Amounts racovarabfa from rdnunuri inti boohod but dcfarvad and Other amounts racuhmblt undar ratniufanoa tontracti Amounts lacalvablc rdotlna to uninsured plant Cununl fadard and fotulffn tneoma tsa racovarabl* snd I Notdahmdtaaaliat Guaraotv funds racahmMa or mi dapodt fumlturu and adulpmaM, Indudint haallh cara diUvaiT aisols Nat adiuttmaal In aunts and lUMItins dua to foraltn nsrhaoca ratot Rotuhmblos hum parant. subddlaHas and aflUlatas Haalth cara and othar amounts ractfvsMa Aciragala unttudns far Olhar than Invuctad auats Total auoti aadudlna lauarata Accounts, 5 Accounts i4uni.7» 0 B B 0 6311)321 0 0 0 0 0 0 174303354 0 354,113 43.232320 0 0 30307,625 0 0 0 0 4,605.666 0 0 0 6433333 0 4323.160 270326335 A snd Proloctad Caa AocountI 270326456 itco pavaMa on paid louac and km a Commltdooi pavaUt, continicnl oommlsdom and Mhar similar chaijai Othar aspanios laxdudlht laxaa HeaniM and laail Tasns. icanus and fans taachdint fadaral and fpralin Incnma tans) Currant fadaral and fnratfn Incoma taaas Nat dafarrad taslabWIv Unaamad pramiumi Advancopramhim Cadcd ralnsurancu premiums payaMo |not of txtBng commlttlsnil Firnds bald by companv undar rdnsumnca buattas Amounts wKhhold or ratalnad bv companv for account of ethars ftamlltancus and hams not aflocatad Provtilon for ralmuranca Nat adjintmants In arson and RaS Drafts outttandlm a to foralin cschanaa ratu Paviblatopafcnl.6 Oarhmthms Psysbfaforsocurltlas PayaMa for lOcurttiH lendliN 7332355 745313 2455374 1.343.705 6.437356 0 25,333.140 44337334 0 53362301 6302.343 UabUlty for amounts hold u Adlraasta writoUm forlbbllltlas Total OlMlltlac asdudlnt prunctsd cad NablNbas PfMsctadcadllaMlilias Total anbMbol POUCYHOlOeSySSURPtUS Adfratata wntodm for ipadaJ implui funda lau.ist 143336463 143386463 120340.11? Common capital ttocli Pratamad capttal stack Aarasata wrHaHm for othar thtn special surplus Surplus Netas Srou paid In and conolbutail surplus Unasilsnsd funds Ismplui) Surplus as raaardt oollnaioldan (163563541 120340,117 270326386 CEPTIFICATt tcamfyOmtihaa ents to me best of my knowledl* ara a Due and acmrata raflecdon of the flhancIN comUbon of tha Company u of Oacomber 31.2013. Adomonallv. I certify that the aboK financial tatimenn ara In aaratment trlth lha statutory Hnandal Sutaments flM mhhlhotaHhu3ttk|U1N"S 01 InsuramnmolmaumaOatl. ulGlaasoo CTO.VPOTraasurar and sworn lo ma thb <Kjn.jA/y,;Xf''V My^adunlsslon expirai_ JTl^i/ZS ^^^^^ /^-Hy^^^ ^.fSSATURNOVrrZ Nslarj, Pubtic. State of New Ybifc NO.01TU6044514 Quufflied in Wsstohester County Ce emission Bipiree ia 2018 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary Public State of New York Qualifieo m New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 SUBDIVISION FAITHFUL PERFORMANCE BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000346 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), and Ironshore Indemnity Inc.. 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: Monument subdivision improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16752. 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 Thirty Eight Thousand Five Hundred and 00/100 Dollars, ($38,500) 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 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 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 Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000346 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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 doiiars, 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. SEAL " 1919 Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. UUA3i IAknVk9A NOTAI T PUBUC-STATE OF NEW YORK NO. 01BE6222764 Qu iimod tn NOW Yotk Count r My Commiitlen ixplfei June oi, 2014 ger Notary Public CERTIFICATE I, 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 2i\ Day of Marcn , 20 15 Secrttsrv "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." SUBDIVISION LABOR AND MATERIAL BOND (GOVERNMENT CODE 66499.2) Bond No: SUR20000346 KNOW ALL MEN BY THESE PRESENTS, that LV Pacific Point LLC (hereafter designated as "Principal"), "), and Ironshore Indemnity Inc. , 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: Monument subdivision Improvements within Tract 16752 as defined within Amendment #1 and Reinstatement of the Subdivision Improvement Agreement for Tract 16752. 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 Thirty Eight Thousand Five Hundred and 00/100 Dollars, ($38,500.00) 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, shall 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. 22-6-16-04 and 03-09-16- 06, on his or their part, to be kept and performed at the tir a and in the manner therein specified, and in all respects according to their true '< ,tent and meaning, and shall Indemnify and save harmless the City, its offers, ac mts and employees as therein stipulated, and, as necessary enter Into a Subdivlsk n Agreement, then this obligation shall become null and void; otherwise It shall be anc remain In full force and effect. Page 1 of 3 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, aiteration, or modification of the terms 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 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 Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000346 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile its true and lawful Attorney(s)-in-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"" 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 doiiars, 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 T"" Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of ironshore 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. JUDY BEBOEB NOTAI Y PUBUC-STATE OF NEW YOBK NO. 01BE6222764 Outalflod In Now Yolk Count t My Commlitlon fxpliM Juno oi. 2014 Jui^ierger Notary Public CERTIFICATE I, 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 24th Day of March , 20 is SecreMry "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, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." 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 ironshore 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 corporation 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: OKHBMOSl imCMMTT IK flMMKML SnrtMENT SUKMMT *«afD»«lMr31,nU mrtiT™ lucfcs Common ttocki Mortiaii torn ort ml mum: FUit Htm Mmii'*' ><>»» 0" rati mum: OIKm Bun nm Item rrmuftlM MxupteB by Bu cumpt nv ProptfBM IteM for Bw proBucBon pT Imomt PrepMttes hteB for ute CMh. cwh Muter term WKl rhon-urfn InvmhuMiu ConBMttorm OMterUvM OBwf InvmUBMMU ftMrterbIm for MCUrfBM SmuiBter temlini rrlnvmttB coltetMal auMs Harrftfo wttuUru for inuMUd Ms«u Sufatauh. md) and InvasUd MsMl rate BlinU teu $. 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AddWonally. I carttfy But Bu above finaiclal sntananu tea in Htaamant vdlb tba Stttaitoiv HiuncUl sutamanu fited adtti tluy«jiiBP»»( iriteiiiii bl Imurbanipi of^ uma data. utGUauui CFO.VP»Trabiurar ^lUAfiSi ^pnuryfjtfc ,1--. ALYTJATURNOVnZ Notaiy Pi Jlic Stats of New YMt No.0nue044514 QuaHfi&d in Wsstehestar Oounta ConmasiQn Bolfss ,luly ia 2018 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN Notary PuDlic. State o: Nev\ York Qualifieo in New Yens County Reg No. 01PH6292618 Commission Expires November 4, 2017 RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, OA 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 Exempt from Recording Fees: Gov Code 27383 &6103 City of San Juan Capistrano 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 #666-30!0! 666-30! 09, 675-36!0! 675-36!03, 675-36!04, 675-36!05, 675-08!03, 675-08!04, 675- 08!10, AND 675-08M4) ("Amendment") dated the day of 20 is entered into by and between LV PACIFIC POINT LLC, a Delaware Limited 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 15609 in 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 Ncs. 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 20 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 aisc described as Vested Tentative Tracts 14196 and 15609, was entered intc 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 concurrently with Developer's development; and, 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 I 2 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 and 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 ' Improvement Completion Date (4) Estimated Cost (1,2) % Developer's Share Developer's Cost: Value of Improvement 1. Camino Las Rambles @ Via California: Install a traffic signal and construct a separate southbound right-turn lane Prior to 1st Residential CofO 232,125 94 218,198 2. Valle Road North - Valle Road from San Juan Creek Road to La Novia Avenue: Widen to a two-lane divided roadway Prior to 151st Residential Building Permit 1,153,973 38 438,509 3. Valle Road South - Valle Road from La Novia Avenue to Forster Ranch Road: Widen to commuter roadway Prior to 1st Residential CofO 1,911,572 72 1,376,332 Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page I 3 Improvement Completion Date (4) Estimated Cost (1,2) % Developer's Share Developer's Cost: Value of Improvement (5) 4. La Novia Avenue (3) Valle Road/\-5 Northbound Ramps: Realign La Novia Avenue and the 1-5 northbound ramps and construct a one lane circular round-a-bout Prior to 151st Residential Building Permit 1,682,000 37 622,340 5. Camino Capistrano (3) San Juan Creek Road: Add additional northbound right- turn lane Prior to 151st Residential Building Permit 197,038 40 78,815 S. Camino Capistrano (3) Southbound i-5 Ramps: improve intersection and modify signals Prior to 151st Residential Building Permit 92,723 42 38,944 7. Valle Road & San Juan Creek Road: Construct a northbound left- turn lane. Prior to 151st Residential Building Permit 12,200 8.4 1,025 Less Right-of-Way Acquisition costs associated with completed off-site improvements (500,000) Total 4,781,631 2,774,163 Notes 1 - Cost Estimates for improvements 1,2,3, 5, and 6 were based on 2002 costs wittiin the CCFP Suncal Development 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 April 22, 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 $2,507,468. Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page I 4 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 listed in Table 1 as a credit against the Capistrano Circulation Fee Program ("CCFP") 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 B, Section II, in accordance with the schedule therein, and costs as depicted within Exhibit "B". 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 ^ Improvement Completion Date Estimated Cost{1) % Developer's Share Developer's "Fair Share" Cost 1. Existina La Novia, Valle Road to 2500 feet east: existing La Novia improvements Prior to 1st Residential Building Permit $2,427,000 15 $364,050 2. La Novia Avenue from Valle Road 2500 easterlv. Widen to secondary standards Prior to 151st Residential Building Permit $1,500,000 15 $225,000 Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page I 5 Improvement Completion Date Estimated Cost (1) % Developer's Share Developer's "Fair Share" Cost 3. Intersection of San Juan Creek Road and Vaiie Road: signals and intersection improvements Prior to 151st Residential Building Permit $280,000 38 $106,400 4. Orteqa Hiqhwav & 1-5 Southbound Ramps: additional southbound right-turn lane and re-stripe existing center lane to left/thru lane Prior to 1st Residential Building Permit 1,054,507 7.3 $76,979 5. Orteqa Hiqhwav & i-5 Northbound Ramos: westbound free right turn lane Prior to 1st Residential Building Permit 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 "B" 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: (i) A Faithful Performance 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 I 6 (ii) 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 amount 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 I 7 surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's; and, (il) 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 developers in the area who develop their property within the time period specified in Section 5 of this Amendment. Section 5. Term of Agreement. This Amendment shall run for a period of fifteen (15) years from the completion of the last improvement in Sectionl. 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. Liabilitv/lndemnificatlon/lnsurance. 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 v;ith any work to be performed under this Amendment. Additionally, the City shall not be liable to the laveioper or to any other person, firm, or corporation whatsoever, for any injury or aamage 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 I 8 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 shall 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 of 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 terminate 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 I 9 Section 8. Force Majeure. 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 have not been fully expressed herein. Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page I 10 IN WITNESS WHEREOF, Developer herein named on the this Amendment has day of been duly executed by the , 20 , 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 DEVELOPER By: LV PACIFIC PCINT LLC a Delaware limited liability company Its: Jonas Stiklorius Authorized Signatory DATE CITY OF SAN JUAN CAPISTRANO By: Attest: APPROVED AS TC FORM CITY ATTORNEY CITY CLERK (Attach Notary Acknowledgement) Attachments: Exhibit "A" and Exhibit "B" Attachment "A" and Attachment "B" Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page I 11 SUBDIVIDER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On theday oiflp£(/ in the year 2015 before me, the undersigned, a Notary Public in and for said State, personally appeareckJ7g/7/i< ShtSor/Ct^X', 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) C^i^^ p P^P ^Lid27? Notary Public LISA A. PHELAN Notary Public. State of New York Qualified in New York County Reg No. 01PH6292618 Commission Expires November 4, 2017 Amendment #2 and Reinstatement To The Improvement and Reimbursement Agreement Page I 12 ATTACHMENT A SECTION 1 - SCOPE OF IMPROVEMENTS/PRO-RATA 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 1^ 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 Avenida California/Vista Marina connection between Via California and Valle Road or prior to the issuance of the ,15!' 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 !' 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 (5) 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 California/Vista Marina connection between Via California and Valle Road or prior to the issuance of the 15!' 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 the City's CIP Project. 6. Camino Capistrano @ Southbound i-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 California/Vista 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 !' 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 Exhibit A OFF-SITE CIRCULATION IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF OFF-SITE IMPROVEMENTS Amendment #2 and Reinstatement of Improvement and Reimbursement Agreement i hereby certify that the following off-site circulation improvements for Pacifica San Juan Development as required by the Conditions of Approval, Improvement and Reimbursement Agreement dated July 20, 1999, the Amendment to the Improvement and Reimbursement Agreement dated November 15, 2005, and this Amendment have been completed to wit: Schedule of Improvements Total Estimated Cost Percent Complete Remaining Amount or Bond Amount* Table 1 Off-site Circulation Improvements 1. Camino Las Ramblas @ Via California: Install a traffic signal and construct a separate southbound right-turn lane $ 232,125 100% $ 2. Valle Road North - Valle Road from San Juan Creek Road to La Novia Avenue: Widen to a two- lane divided roadway $ 1,153,973 40% $ 692,000 3. Valle Road South - Valle Road from La Novia Avenue to Forster Ranch Road: Widen to a commuter roadway $ 1,911,572 100% $ 4. La Novia Avenue @ Valle Road/1-5 Northbound Ramps: Realign La Novia Avenue and the 1-5 northbound ramps and construct a one lane circular round-a-bout $ 1,682,000 0% $ 1,682,000 5. Camino Capistrano @ San Juan Creek Road: Add additional northbound right-turn lane $ 197,038 0% $ 197,000 6. Camino Capistrano @ Southbound 1-5 Ramps: Improve intersection and modify signals $ 92,723 100% $ 7. Valle Road & San Juan Creek Red: Construct a northbound left-turn lane $ 12,200 100% $ Less Right-of-Way Acquisition costs associated with completed off-site improvements $ (500,000) 100% $ Total $ 4,781,631 1 68% $ 2,571,000 * Bond Amounts rounded to the nearest $1,000. Amendment #2 and Reinstatement to the Improvement and Reimbursement Agreement Pacifica San Juan 1 of 3 Exhibit A 1. Signal @ Las Ramblas & Via California The Performance Bond is for the amount of Zero Dollars i$ $0). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars i$ $0_). (100% of Column 4) 2. Valle Road North - Valle Road from San Juan Creek Road to La Novia Avenue The Performance Bond is for the amount of Six Hundred Ninety-two Thousand Dollars {$ 692,000 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Six Hundred Ninety-two Thousand Dollars ($ 692,000 ). (100 % of Column 4) 3. Valle Road South - Valle Road from La Novia Avenue to Forster Ranch Road The Performance Bond is for the amount of Zero Dollars i$ $0). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars i$ $0_). (100% of Column 4) ' 4. La Novia Avenue @ Valle Road/1-5 Northbound Ramps (Round-a-Bout) The Performance Bond is for the amount of One Million Six Hundred Eight Two Thousand Dollars {$ 1,682,000 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of One Million Six Hundred Eighty Two Thousand Dollars ($ 1,682,000 ). (100 % of Column 4) 5. Camino Capistrano @ San Juan Creek Road, Add Northbound Right Turn Lane The Performance Bond is for the amount of One Hundred Ninety Seven Thousand Dollars i$ 197,000 )• (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of One Hundred Ninety Seven Thousand Dollars ($ 197,000 ). (100 % of Column 4) 6. Camino Capistrano @ Southbound 1-5 Ramps The Performance Bond is for the amount of Zero Dollars i$ $0). (100% of Column 4) Amendment #2 and Reinstatement to the Improvement and Reimbursement Agreement Pacifica San Juan 2 of 3 Exfiibit A The Laborers and Materialmens Bond is for the amount of 1$ $0^). (100 % of Column 4) Zero Dollars 7. Valle Road & san Juan Creek Road The Performance Bond is for the amount of i$ $0 ). (100 % of Column 4) Zero Dollars The Laborers and Materialmens Bond is for the amount of i$ $0_). (100% of Column 4) Zero Dollars SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the remainder of the Off-site VTTM 14196 and VTTM 15609, improvements agreed to be performed by the Owner and Developer to be Two Million Five Hundred Seventy-one Thousand Dollars ($ $2,571,000 ). (100% of Column 4) DATED: ACCEPTED BY CITY Doug Staley (ROE No. 38796) President Hunsaker & Associates Irvine, Inc. 3 Hughs Irvine, CA 92618 DATED: Steve Kooyman, P.E. Assistant Public Works Director Amendment #2 and Reinstatement to the Improvement and Reimbursement Agreement Pacifica San Juan 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 !' residential Building Permit. 2. La Novia Avenue from Valle Road 2500 easterlv: Widen to secondary standards. "Fair Share" to be paid by the Developer prior to the issuance of the 15!' building permit within Vesting Tentative Tract Maps 14196 and 15609. 3. Intersection 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 Hiqhwav & i-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 !' building permit within Vesting Tentative Tract Maps 14196 and 15609. 5. Ortega Highway & i-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 Exhibit B FAiR SHARE CiRCULATION IMPROVEMENTS CERTIFICATION OF PARTIAL COMPLETION OF FAIR SHARE PAYMENTS Amendment #2 and Reinstatement To Improvement and Reimbursement Agreement I hereby certify that the following "Fair Share" payments for Pacifica San Juan Development as required by the Conditions of Approval, Improvement and Reimbursement Agreement dated July 20, 1999, the Amendment to Improvement and Reimbursement Agreement dated November 15, 2005, and this Amendment have been completed to wit: Schedule of Improvements Total Estimated "Fair Share" payment Percent Complete Remaining "Fair Share" Amount Table 2 Owner's "Fair Share" Circulation Improvements 1. Existing La Novia, Valle Road to 2500 feet east: existing La Novia improvements $ 364,050 100% $ 2.La Novia Avenue from Valle Road 2500 easterly: Widen to secondary standards $ 225,000 100% $ 3. Intersection of San Juan Creek Road and Valle Road: signals and intersection improvements $ 106,400 0% $ 106,400 4. Ortega Highway & 1-5 Southbound Ramps: additional southbound right-turn lane and re- stripe existing center lane to left/thru lane $ 76,979 100% $ 5.Ortega Highway & 1-5 Northbound Ramps: westbound free right turn lane $ 2,604 100% $ Total $ 775,033 80% $ 106,400 SUBMITTED BY OWNER DATED: LV Pacific Point LLC, a Delaware limited liability company By: PAMI LLC, its Managing Member BY: Name: Title: ACCEPTED BY CITY DATED: Amendment #2 and Reinstatement to the Improvement and Reimbursement Agreement Pacifica San Juan By: Steve Kooyman, P.E. Assistant Public Works Director lof 1 Exhibit B Exhibit A OFF-SITE CIRCULATION IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF OFF-SITE IMPROVEMENTS Amendment #2 and Reinstatement of Improvement and Reimbursement Agreement I hereby certify that the following off-site circulation improvements for Pacifica San Juan Development as required by the Conditions of Approval, Improvement and Reimbursement Agreement dated July 20, 1999, the Amendment to the improvement and Reimbursement Agreement dated November 15, 2005, and this Amendment have been completed to wit: Schedule of Improvements Total Estimated Cost Percent Complete Remaining Amount or Bond Amount* Table 1 Off-site Circulation Improvements 1. Camino Las Ramblas @ Via California: Install a traffic signal and construct a separate southbound right-turn lane $ 232,125 100% $ 2. Valle Road North - Valle Road from San Juan Creek Road to La Novia Avenue: Widen to a two- lane divided roadway $ 1,153,973 40% $ 692,000 3. Valle Road South - Vaiie Road from La Novia Avenue to Forster Ranch Road: Widen to a commuter roadway $ 1,911,572 100% $ 4. La Novia Avenue @ Valle Road/1-5 Northbound Ramps: Realign La Novia Avenue and the 1-5 northbound ramps and construct a one lane circular round-a-bout $ 1,682,000 0% $ 1,682,000 5. Camino Capistrano @ San Juan Creek Road: Add additional northbound right-turn lane $ 197,038 0% $ 197,000 6. Camino Capistrano @ Southbound 1-5 Ramps: Improve intersection and modify signals $ 92,723 100% $ 7. Valle Road & San Juan Creek Road: Construct a northbound left-turn lane $ 12,200 100% $ Less Right-of-Way Acquisition costs associated with completed off-site improvements $ (500,000) 100% $ Total $ 4,781,631 68% $ 2,571,000 * Bond Amounts rounded to the nearest $1,000. Amendment #2 and Reinstatement to the Improvement and Reimbursement Agreement Pacifica San Juan 1 of 3 Fvhihit a 1. Signal @ Las Ramblas & Via California The Performance Bond is for the amount of Zero Dollars ($ $0). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars i$ $0_). (100% of Column 4) 2. Valle Road North - Valle Road from San Juan Creek Road to La Novia Avenue The Performance Bond is for the amount of Six Hundred Ninety-two Thousand Dollars {$ 692,000 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Six Hundred Ninety-two Thousand Dollars ($ 692,000 ). (100 % of Column 4) 3. Valle Road South - Valle Road from La Novia Avenue to Forster Ranch Road The Performance Bond is for the amount of Zero Dollars i$ $0). (100% of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars {$ $0_). (100% of Column 4) 4. La Novia Avenue @ Vaiie Road/1-5 Northbound Ramps (Round-a-Bout) The Performance Bond is for the amount of One Million Six Hundred Eight Two Thousand Dollars {$ 1.682,000 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of One Million Six Hundred Eighty Two Thousand Dollars ($ 1,682,000 ). (100 % of Column 4) 5. Camino Capistrano @ San Juan Creek Road, Add Northbound Right Turn Lane The Performance Bond is for the amount of One Hundred Ninety Seven Thousand Dollars i$ 197,000 ). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of One Hundred Ninety Seven Thousand Dollars ($ 197,000 ). (100 % of Column 4) 6. Camino Capistrano @ Southbound 1-5 Ramps The Performance Bond is for the amount of Zero Dollars i$ $0_). (100% of Column 4) Amendment #2 and Reinstatement to the Improvement and Reimbursement Agreement Pacifica San Juan 2 of 3 Fvhihit A The Laborers and Materialmens Bond is for the amount of ($ $0_). (100 % of Column 4) Zero Dollars 7. Valle Road & san Juan Creek Road The Performance Bond Is for the amount of Zero Dollars _($ $0). (100 % of Column 4) The Laborers and Materialmens Bond is for the amount of Zero Dollars i$ $0). (100% of Column 4) SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the remainder of the Off-site VTTM 14196 and VTTM 15609, improvements agreed to be performed by the Owner and Developer to be Two Million Five Hundred Seventy-one Thousand Dollars $2,571,000 ). DATED; 'A ACCEPTED BY CITY DATED: Doug Staley (ROE No, 38796) President Hunsaker & Associates Irvine, Inc. 3 Hughs Irvine, CA 92618 Steve Kooyman, P.E. Assistant Public Works Director Amendment #2 and Reinstatement to the Improvement and Reimbursement Agreement Pacifica San Juan 3 of 3 Exhibit A 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 Ironshore Indemnity Inc.. 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 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 00/100 Dollars, ($2,571,000) 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 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 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 By: PAMI LLC, its Managing Member (NOTARIZATION AND SEAL) Its: Jonas Stiklorius Authorized Signatory SURETY: (NOTARIZATION AND SEAL) Christopher L. Dobbs-Attomey-in-Fact Page 2 of 3 APPROVED AS TO FORM; By: Hans Van Ligten, City Attorney NOTE: Please attach Acknowledgement and Power of Attorney Page 3 of 3 POWER OF ATTORNEY Ironshore Indemnity Inc. Ill- 20000348 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; Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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. SEAL " •%«r-DartliTL. Sus: Director ACKNOWLEDGEMENT On this 7* Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBGEB NOTAt Y PUBLIC-STATE OF NEW YORK NO. 0ieE6222764 QuQimod In Now Yotk CounlV My Commiition ixRtei June Ol, 2014 erger Notary Public ^&Y2^ 2bw CERTIFICATE I, the undersigned. Secretary of IRONSHORE INDEMNITY INC., a Mir.nesota Company .^0 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 beer , evoked and the resolutions as set forth are now in force. Signed and Sealed at this 2A{in Day of March ,20 15 SEAL r 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 conuining any materially false information, or conceals 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." 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 Ironshore Indemnity Inc. , 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: Cff-Site Giro, subdivision improvements within Tract N/A as defined within Amendment #1 and Reinstatement of the Subdivision improvement Agreement for Tract N/A. NCW, THEREFCRE, we, the Principal and Surety are held firmly bound unto the City of San Juan Capistrano, (hereafter called "Cbiigee") 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. NCW, THEREFCRE, the condition of this obligation is such 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 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 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, ail 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 terms 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 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 (NCTARiZATiCN AND SEAL) By: PAMI LLC, its Managing Member •'onas Stiklorius Authorized Signato, Its: ly SURETY: ironshore indemnity Inc. (NCTARIZATICN AND SEAL) Page 2 of 3 APPROVED AS TO FORM: By Hans Van Ligten, City Attorney NOTE: Please see attached Acknowledgement and Power of Page 3 of 3 POWER OF ATTORNEY ~ III- 20000348 Ironshore 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: Chris Dobbs, Jalene Brown, and Tracy L. Carlile 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"" 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. ACKNOWLEDGEMENT On this 7'" Day of August, 2013, before me, personally came Daniel L. Sussman to me known, who being duly sworn, did depose and say that he is the Director of Ironshore 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. JUDY BEBGEB NOTAt Y PUBUC-STATE OF NEW YORK NO. 01BE6222764 QutUltlod Ifi NOW Yotk Coun>V My CommtMlon ixpliM June 01, 2014 Notary Public CERTIFICATE I, 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 24th Day of March , 20 is "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, commits a fraudulent insurance act, which Is a crime and subjects such person to criminal and civil penalties." 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 Ironshore 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 corporation 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. 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S4fr««atad Accounb and hratactad Cad Acxounb TOTtU D 2t.900.m 0 0 0 0 0 « D 0 0 0 0 0 954.111 49,11)170 0 0 30J07,«25 0 0 0 0 t,«15,t« 0 0 0 I199J19 0 4429,Ua inca pavabit X paid tdatm xd teat a CON I payabla. cootteftnt conmbatenr and etbar sbnltor tharpai Otltei oaponiua Itadudind taaaa. Peanioa sod fsaa) Taxaa Koxaaa and farn (aadudhic fadaral and fbra^n Incoma taxaal Currxt fadaral and foratdn Inconit tarns NatdaftmdtasUilbty LIntarnad prtmluma Advaocapramtem Cadtd lallMurancB pramlunti payabte |iMt of cadbic col FiHMb bald by company undor rolniuranco tmttea d Of ratelnad by company for occount of othdb Pdfntttencn and Itomi not oPpcoud Provtbon ter rabiiuranco Nota Dratb «to foralin cxchanio ratoa 421U.9U 0 7H)1B5 2J5S4174 UKITOS <1»1» 0 2S,9««,UO PayoMo to patanc ubddterita xd affUtetoa Payabte for aooitlttea Payabte fac aacurtttea MndUid UabilltyfaraniaonuhaM undar xlmurX Ad|ra<Bta uiijta4m far iabWIOaa ToUFWbWIiaa odudlni protoatM aaa Total aablintea POUCfMOlOTIISSBfMUB IKl.lSd laioMu U0140.11T afaripirtelHUPIUtfunda Commx capttat atom Prafarrtd capttel itocfc Aaiatata urrlta4na for athar thx tpscial wrplia luipluaHataa Srosaxldlnx lad funds burpluti SunPua aa raaanb poacvhcMarT TOTAtS (MJ9S1U) uoiao.117 2)D,a4Mas CEftTlflCATT I canify tPiAt Iha afaoua Ibiancial statatnams to tfw baa of my tetoadadaaara a trite and accurate raftectlon of tlteffftendal coodllteo of Ifu Company as of Dacarabtr 31.2011. r. I cortlfy ttst tfte aboua flnxctel cl It tetn tha Statutory Financial Suttmxb Mad urith tlte94liiiiui»»| inn III of Imuraxap. nfmo tema data. andaaroratomatlib 1 fAyWnbOX ALYSSATURNOVrrZ Notaiy Public, state of NewTtek No. 011116044514 Chjidifled in Vlte^chester OouMy Commission Expiras afiiV ia 2010 STATE OF NEW YORK COUNTY OF NEW YORK ) ) ss. ) On the 1st day of April in the year 2015 before me, the undersigned, personally appeared Jonas Stiklorius, personally known to me or proved to me on the basis of satisfactory evidence to be the indi\'idual 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. Signature and Office of individual taking acknowledgment LISA A. PHELAN Nota-y '-'uono Stale of New York Qufu'fieo in New VO'-K County Peg No. U1PH6292618 Commission Expires November 4, 2017 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 Exempt from Recording Fees: Gov't Code 27383 &6103 City of San Juan Capistrano This Space for Recorder's Use Qniy AMENDMENT #1 TO THE AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196 THIS AMENDMENT #1 TO THE AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196 ("Amendment") dated the day of , 2015, is entered into by and between LV PACIFIC POINT LLC, a Delaware limited liability company, whose mailing address is 3121 Michelson Drive, Suite 200, Irvine, CA 92612, the owner of property known as Pacifica San Juan Subdivision, specifically referred to under Vested Tentative Tract 14196 and 15609 in the City of San Juan Capistrano, County of Orange, State of California hereinafter referred to as "Owner" 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 No. 92-6-16-4) which would be divided into multiple final maps; and WHEREAS, that certain "AGREEMENT FOR MCDIFICATICNS TC WATER FACILITIES TC SERVE TRACT 14196" ("Original Agreement"), was entered into by SJD PARTNERS, LTD., a California limited partnership ("Former Owner") and the Capistrano Valley Water District ("District") and approved by the Capistrano Valley Water District Board on May 4, 1999; and Attachment 21 WHEREAS, The Original Agreement required the Former Owner to design and construct various alternative water facilities modifications which are over and beyond the scope of work specified in the original "Water Facilities Construction and Service Agreement" dated November 3, 1992 in order to serve Tract 14196 and to compensate for the removal of the 160,000 gallon reservoir at McCracken Hill; and WHEREAS, Former Owner has completed, and the District has accepted, the required water facilities modifications stated within the Original Agreement and as defined within the plans entitled "Pacific Point Water Facilities Interim Pipeline - McCracken Hill Avenida Calita to Forster Ranch Road" approved by the District Engineer and the City Engineer of the City of San Juan Capistrano dated May 5, 1999 (the "Original Improvement Plans"), with the exception of the 8-inch waterline replacement with associated improvements as depicted on Sheet 3 of said Original Improvement Plans; and WHEREAS, City is the successor agency to the District; and WHEREAS, City requires that those certain remaining waterline improvements, as outlined hereafter, be designed and constructed pursuant to City standards and in coordination with the owner of certain adjacent property identified as Assessor Parcel Nos. 675-33!(18-21) and 675-341-(09 and 11) (collectively, the "Neely Property"); and WHEREAS, Owner Is the successor-in-interest to Former Owner and the owner of that certain parcel of land situated in the City of San Juan Capistrano, Crange County, generally described as Vested Tentative Tract Maps 14196 and 15609; and WHEREAS, Owner has assumed all of Former Owner's rights and responsibilities pursuant to the Original Agreement; and WHEREAS, Owner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds pursuant to the Criginal Agreement ("Bonds") with cash security for 100% of the cost of the remaining waterline improvements as defined within this Amendment; and WHEREAS, City and Owner propose to 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. Amendment #1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 2 NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. City and Owner hereto agree to amend the following Sections of the Original Agreement as follows: AGREEMENT I. CONSTRUCTION AND COMPLETION 1. As set forth below. Owner shall, at its sole cost and expense, update the Original Improvement Plans (such update, the "Updated Improvement Plans"), including all remaining waterline facilities not constructed as required by the Original Improvement Plans. The City shall provide written notice to Owner (the "Notice") that It shall prepare the Updated Improvement Plans either in accordance with I) a proposed land plan submitted by the owner of and related to the Neely Property (the "Neely Land Plan") or Ii) the alignment prescribed in the Original Improvement Plans, and directing Owner to commence preparation of the Updated Improvement Plans . The Notice shall include the updated design parameters and specifications related to the required waterline improvements. Owner shall, at its sole cost and expense, commence preparation of the Updated Improvement Plans within thirty (30) days following receipt of the Notice and use commercially reasonable best efforts to complete and submit the Updated improvement Plans to the City Engineer and Utilities Engineer for review and approval as soon as possible thereafter. Owner shall, at its sole cost and expense, commence construction of the remaining waterline improvements as depicted on the Updated Improvement Plans and as approved by the City Engineer and Utilities Engineer no later than thirty (30) days from the issuance of all necessary permits, dedications, easements and supporting documentation necessary to construct the waterline Improvements and shall use commercially reasonable best efforts to complete the construction of the waterline improvements as soon as possible thereafter, but in no event later than January 16, 2017. In the event such Notice is not provided by City to Owner by January 16, 2016, the City shall provide relief to the Owner under this Agreement. The City Engineer shall have the delegated authority to oversee and approve the implementation of this condition, including any exceptions to or deviations from this condition. Amendment #1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 3 2. City shall accept the remaining waterline and waterline facilities as depicted within the Updated Improvement Plans when inspected and approved to the satisfaction of the City Engineer and Utilities Engineer, in accordance with the plans and specifications. Owner agrees to assume full responsibility for certifying or obtaining certification of the compaction of backfill within all pipe trench work. 3. Owner shall provide City a traffic control plan, haul route and access plan, and staging and storage plan as part of the Updated Improvement Plans. Construction access to the McCracken Hill area shall be limited to the temporary construction road from the Pacifica San Juan Project property unless otherwise approved by the City Engineer. 4. This Amendment shall be binding upon and inure to the benefit of the successors and assigns of Owner and City. 5. In the event of any declaratory or other legal or equitable action instituted between Owner and City in connection with this Amendment, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses, including court costs and reasonable attorneys' fees. 6. Owner shall construct said water facilities in accordance with the Updated Improvement Plans, City's standard specifications applicable to all similar public works projects, and under City's Inspection. 7. If Owner has not completed the installation and construction of the remaining waterline work in accordance with the terms of this Amendment, City has the right to utilize the security described in Article VI below and complete the work. All work shall be In accordance with City's standard specifications in effect as of the time the work is performed. 8. Upon acceptance of the permanent water facilities by the City Engineer and as approved by the City through the filing of the Notice of Acceptance, the surety amount may be reduced to 50 percent of the original amount to cover the warranty period of 365 consecutive calendar days from the date of recordation of the Notice of Acceptance by the County of Orange. The surety shall be exonerated upon final acceptance of the permanent water facilities barring any claims arising from the Owner's, Contractor's, or Subcontractor's work. It shall be incumbent upon Owner to renew the security prior to its expiration, if applicable. Amendment # 1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 4 II. USE OF WATER 1. Owner hereby expressly agrees that Contractor or any Subcontractor shall obtain a water meter from the City for any water use for construction purposes. Owner further acknowledges that Section 499 of the California Penal Code provides that unauthorized use of water is a misdemeanor, and City hereby states its intent to strictly enforce said Penal Code Section. 2. In addition to any criminal penalties, and not as a substitute therefore. City will charge Owner, and Owner agrees to promptly pay City, $500.00 per day for unmetered use of City's water by Owner, Contractor, or any Subcontractor, anyone directly or indirectly employed by any of the above, or anyone for whose acts anyone of them may be liable. 3. Temporary construction meters shall be provided to Owner by City at the rental rate existing at the time that such meters are provided. Accounts for the use of jumpers during the construction of the individual residential units are to be established with City. 4. Owner shall notify City as soon as it is reasonably practical to install any permanent meter, and City shall provide and install same as soon thereafter as reasonably possible. Notwithstanding the foregoing, the City will not grant approval for a certificate of occupancy until the permanent meter in installed. III. FEES AND CHARGES Owner shall pay for all applicable required City fees for plan review, inspection, meters, etc. at the rates specified within the City adopted rate schedule at the time of the work. IV. GUARANTEE Owner hereby guarantees the materials and the workmanship of the water facilities for a period ending 365 consecutive calendar days after the acceptance of said permanent water facilities by City. If repairs are necessary. City shall notify Owner and if Owner declines or is unable to perform as required by City, Owner hereby agrees to reimburse City for all costs associated with the accomplishment of necessary repairs to said water facilities which may have been made by City within the aforesaid guarantee period. Amendment #1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 5 V. GENERAL 1. Owner herby offers to dedicate to City the water facilities together with easements as may be reasonably necessary to access such water facilities. 2. Upon completion of the construction In accordance with the improvement plans and specifications and the dedication of the easements set forth in Section V(1), City agrees to accept the water facilities, whereupon said water facilities shall become property of City. 3. Should either party be required to enforce any of the terms of this Amendment, it is agreed that the prevailing party shall be entitled to costs and reasonable attorneys' fees. VI. SECURITY Owner shall post a cash security equal to 100% of the cost of the remaining work estimated at $150,000 as depicted within Exhibit A. The security described in this Article VI shall be subject to the City's rights set forth in Article I, Section 7. VII. COMPLIANCE WITH PUBLIC CONTRACTS LAW The City Is a California municipal corporation in the State of California and is subject to the provisions of California State law relating to public works contracts. Therefore, the Owner acknowledges and agrees that all provisions of California State law applicable to public works contracts are a part of this Agreement to the same extent as though set forth herein and will be complied by Contractor or Subcontractors. VIII. INSURANCE AND INDEMNIFICATION 1. Prior to the commencement of any \.ork pursuant to this Agreement, Owner (if performing work itself) or Owner's contractors shall furnish to the City satisfactory evidence of an insurance policy written upon a form and by a company (which meets vith the approval of the City) insuring the City, its officers, elected and appointed officers, agents, and employees as additional insureds again?, loss or liability which may arise during the work or which may result fror any of the work herein required to be done, including all costs of defendirg any claim arising as result thereof. Minimum general liability insurance ' nail be not less than $2,000,000 per occurrence and not less than $4,00^,000 aggregate. Said policy shall be in Amendment #1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 6 favor of Owner or its contractors, as primary insureds, and of the City, its officers, elected and appointed officers, agents, and employees, as additional insureds, and shall 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. 2. The Owner hereby releases and agrees to defend (with legal counsel selected by Owner 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done In and upon the subject property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or Indirectly made or suffered by the Owner, the Owner's agents, employees, and subcontractors, while engaged In the performance of said work. IX. CITY BUSINESS LICENSE Owner will maintain and pay all fees associated with a business license in the City of San Juan Capistrano. X. INDEPENDENT AGENT 1. At all times during the term of this Agreement, Owner shall be an Independent agent and shall not be an employee of the City. City shall have the right to control Owner only insofar as the results of Owner's services rendered pursuant to the Agreement; however City shall not have the right to control the means by which Owner accomplishes services rendered pursuant to this Agreement. 2. Except as City may specify in writing. Owner shall have no authority, express or implied, to act on behalf of the City in any capacity as an agent. Owner shall have no authority, express or implied, pursuant to this Agreement, bind City to any obligation. XI. Section XI. of the Original Agreement is deleted in its entirety. Amendment #1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 7 IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 2015, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representatlve(s) pursuant to authority of its governing body. OWNER CITY OF SAN JUAN CAPISTRANO LV PACIFIC POINT LLC, a Delaware limited liability company Derek Reeve, Mayor Name Anthony Bareanti AutnoFized Signatory Its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: (Attach Notary Acknowledgement) Attachment: Exhibit A Hans Van Ligten, City Attorney OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the^ day of y^^Mx^in the year 2015 before rj^, the undersigned, a Notary Public in and for said State, personally appeared -/f)i,f7}n/T^ y?jt-r^J?/77fx)eTsona\\\/ 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 LISA A. PHELAN Notary Public State of New York Qualified m New York County RegNo. 01PH6292618 Commission Expires Novemtwr 4,2017 Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF IMPROVEMENTS Amendment #1 to the Agreement for Modifications to Water Faculties to Serve Tract 14196 I hereby certify that the following improvements for Pacifica San Juan required by Amendment #1 to the Agreement for Modifications to Water Facilities to Serve Tract 14196 have been completed to wit: Schedule of Improvements Total Amount Percent Complete Remaining Amount or Bond Amount Water Improvements (McCracken Hills Water Line) $150,000 0% $150,000 $150,000 0% $150,000 Water Improvements (McCracken Hills Water Line) The Cash Security is for the amount of One Hundred Fifty Thousand Dollars _ { $150,000 ). (100 % of Column 4) j^^^^^^^ SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the modifications to water facilities to serve Tract 14196 agreed to be performed by the Owner and Subdivider to be One Hundred Fifty Dollars ($150,000). DATED: ACCEPTED BY CITY DATED: Dotfg Staley (RCB No. 38796) President Hunsaker & Associates Irvine, Inc. 3 Hughes Irvine, CA 92618 Steve Kooyman, P.E. Assistant Public Works Director Amendment #1 to the Agreement for Modification to Water Facilities to Serve Tract 14196 Pacifica San Juan 1 of 1 Exhibit A RECORDING REQUESTED BY: 32400 Paseo Adelanto San Juan Capistrano, OA 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 Exempt from Recording Fees: Gov't Code 27383 & 6103 City of San Juan Capistrano This Space for Recorder's Use Only AMENDMENT #1 TO THE AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196 THIS AMENDMENT #1 TO THE AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196 ("Amendment") dated the day of , 2015, is entered into by and between LV PACIFIC POINT LLC, a Delaware limited liability company, whose mailing address is 3121 Michelson Drive, Suite 200, Irvine, CA 92612, the owner of property known as Pacifica San Juan Subdivision, specifically referred to under Vested Tentative Tract 14196 and 15609 in the City of San Juan Capistrano, County of Orange, State of California hereinafter referred to as "Owner" 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 No. 92-6-16-4) which would be divided into multiple final maps; and WHEREAS, that certain "AGREEMENT FOR MODIFICATIONS TO WATER FACILITIES TO SERVE TRACT 14196" ("Original Agreement"), was entered into by SJD PARTNERS, LTD., a California limited partnership ("Former Owner") and the Capistrano Valley Water District ("District") and approved by the Capistrano Valley Water District Board on May 4, 1999; and Attachment 21 WHEREAS, The Original Agreement required the Former Owner to design and construct various alternative water facilities modifications which are over and beyond the scope of work specified in the original "Water Facilities Construction and Service Agreement" dated November 3, 1992 in order to serve Tract 14196 and to compensate for the removal of the 160,000 gallon reservoir at McCracken Hill; and WHEREAS, Former Owner has completed, and the District has accepted, the required water facilities modifications stated within the Original Agreement and as defined within the plans entitled "Pacific Point Water Facilities Interim Pipeline - McCracken Hill Avenida Calita to Forster Ranch Road" approved by the District Engineer and the City Engineer of the City of San Juan Capistrano dated May 5, 1999 (the "Original Improvement Plans"), with the exception of the 8-inch waterline replacement with associated improvements as depicted on Sheet 3 of said Original Improvement Plans; and WHEREAS, City is the successor agency to the District; and WHEREAS, City requires that those certain remaining waterline improvements, as outlined hereafter, be designed and constructed pursuant to City standards and in coordination with the owner of certain adjacent property identified as Assessor Parcel Nos. 675-331-(18-21) and 675-341-(09 and 11) (collectively, the "Neely Property"); and WHEREAS, Owner is the successor-in-interest to Former Owner 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, Owner has assumed all of Former Owner's rights and responsibilities pursuant to the Original Agreement; and WHEREAS, Owner has requested, and City has agreed, to replace the existing Performance and Material and Labor Bonds pursuant to the Original Agreement ("Bonds") with cash security for 100% of the cost of the remaining waterline improvements as defined within this Amendment; and WHEREAS, City and Owner propose to 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. Amendment # 1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 2 NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. City and Owner hereto agree to amend the following Sections of the Original Agreement as follows: AGREEMENT I. CONSTRUCTION AND COMPLETION 1. As set forth below. Owner shall, at its sole cost and expense, update the Original Improvement Plans (such update, the "Updated Improvement Plans"), including all remaining waterline facilities not constructed as required by the Original Improvement Plans. The City shall provide written notice to Owner (the "Notice") that it shall prepare the Updated Improvement Plans either in accordance with i) a proposed land plan submitted by the owner of and related to the Neely Property (the "Neely Land Plan") or ii) the alignment prescribed in the Original Improvement Plans, and directing Owner to commence preparation of the Updated Improvement Plans . The Notice shall include the updated design parameters and specifications related to the required waterline improvements. Owner shall, at its sole cost and expense, commence preparation of the Updated Improvement Plans within thirty (30) days following receipt of the Notice and use commercially reasonable best efforts to complete and submit the Updated Improvement Plans to the City Engineer and Utilities Engineer for review and approval as soon as possible thereafter. Owner shall, at its sole cost and expense, commence construction of the remaining waterline improvements as depicted on the Updated Improvement Plans and as approved by the City Engineer and Utilities Engineer no later than thirty (30) days from the issuance of all necessary permits, dedications, easements and supporting documentation necessary to construct the waterline improvements and shall use commercially reasonable best efforts to complete the construction of the waterline improvements as soon as possible thereafter, but in no event later than January 16, 2017. In the event such Notice is not provided by City to Owner by January 16, 2016, the City shall provide relief to the Owner under this Agreement. The City Engineer shall have the delegated authority to oversee and approve the implementation of this condition, including any exceptions to or deviations from this condition. Amendment # 1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 3 2. City shall accept the remaining waterline and waterline facilities as depicted within the Updated Improvement Plans when inspected and approved to the satisfaction of the City Engineer and Utilities Engineer, in accordance with the plans and specifications. Owner agrees to assume full responsibility for certifying or obtaining certification of the compaction of backfill within all pipe trench work. 3. Owner shall provide City a traffic control plan, haul route and access plan, and staging and storage plan as part of the Updated Improvement Plans. Construction access to the McCracken Hill area shall be limited to the temporary construction road from the Pacifica San Juan Project property unless otherwise approved by the City Engineer. 4. This Amendment shall be binding upon and inure to the benefit of the successors and assigns of Owner and City. 5. In the event of any declaratory or other legal or equitable action instituted between Owner and City in connection with this Amendment, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses, including court costs and reasonable attorneys' fees. 6. Owner shall construct said water facilities in accordance with the Updated Improvement Plans, City's standard specifications applicable to all similar public works projects, and under City's inspection. 7. If Owner has not completed the installation and construction of the remaining waterline work in accordance with the terms of this Amendment, City has the right to utilize the security described in Article VI below and complete the work. All work shall be in accordance with City's standard specifications in effect as of the time the work is performed. 8. Upon acceptance of the permanent water facilities by the City Engineer and as approved by the City through the filing of the Notice of Acceptance, the surety amount may be reduced to 50 percent of the original amount to cover the warranty period of 365 consecutive calendar days from the date of recordation of the Notice of Acceptance by the County of Orange. The surety shall be exonerated upon final acceptance of the permanent water facilities barring any claims arising from the Owner's, Contractor's, or Subcontractor's work. It shall be incumbent upon Owner to renew the security prior to its expiration, if applicable. Amendment #1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 4 II. USE OF WATER 1. Owner hereby expressly agrees that Contractor or any Subcontractor shall obtain a water meter from the City for any water use for construction purposes. Owner further acknowledges that Section 499 of the California Penal Code provides that unauthorized use of water is a misdemeanor, and City hereby states its intent to strictly enforce said Penal Code Section. 2. In addition to any criminal penalties, and not as a substitute therefore. City will charge Owner, and Owner agrees to promptly pay City, $500.00 per day for unmetered use of City's water by Owner, Contractor, or any Subcontractor, anyone directly or indirectly employed by any of the above, or anyone for whose acts anyone of them may be liable. 3. Temporary construction meters shall be provided to Owner by City at the rental rate existing at the time that such meters are provided. Accounts for the use of jumpers during the construction of the individual residential units are to be established with City. 4. Owner shall notify City as soon as it is reasonably practical to install any permanent meter, and City shall provide and install same as soon thereafter as reasonably possible. Notwithstanding the foregoing, the City will not grant approval for a certificate of occupancy until the permanent meter in installed. III. FEES AND CHARGES Owner shall pay for all applicable required City fees for plan review, inspection, meters, etc. at the rates specified within the City adopted rate schedule at the time of the work. IV. GUARANTEE Owner hereby guarantees the materials and the workmanship of the water facilities for a period ending 365 consecutive calendar days after the acceptance of said permanent water facilities by City. If repairs are necessary. City shall notify Owner and if Owner declines or is unable to perform as required by City, Owner hereby agrees to reimburse City for all costs associated with the accomplishment of necessary repairs to said water facilities which may have been made by City within the aforesaid guarantee period. Amendment # 1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 5 V. GENERAL 1. Owner herby offers to dedicate to City the water facilities together with easements as may be reasonably necessary to access such water facilities. 2. Upon completion of the construction in accordance with the improvement plans and specifications and the dedication of the easements set forth in Section V(1), City agrees to accept the water facilities, whereupon said water facilities shall become property of City. 3. Should either party be required to enforce any of the terms of this Amendment, it is agreed that the prevailing party shall be entitled to costs and reasonable attorneys' fees. VI. SECURITY Owner shall post a cash security equal to 100% of the cost of the remaining work estimated at $150,000 as depicted within Exhibit A. The security described in this Article VI shall be subject to the City's rights set forth in Article I, Section 7. VII. COMPLIANCE WITH PUBLIC CONTRACTS LAW The City is a California municipal corporation in the State of California and is subject to the provisions of California State law relating to public works contracts. Therefore, the Owner acknowledges and agrees that all provisions of California State law applicable to public works contracts are a part of this Agreement to the same extent as though set forth herein and will be complied by Contractor or Subcontractors. VIII. INSURANCE AND INDEMNIFICATION 1. Prior to the commencement of any work pursuant to this Agreement, Owner (if performing work itself) or Owner'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 Amendment # 1 To Agreement for Modifications to Water Facilities To Serve Tract 14196 Page I 6 favor of Owner or its contractors, as primary insureds, and of the City, its officers, elected and appointed officers, agents, and employees, as additional insureds, and shall 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. 2. The Owner hereby releases and agrees to defend (with legal counsel selected by Owner 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 whensoever the same may appear, resulting directly or indirectly from the performance or nonperformance of any or all work to be done in and upon the subject property and the premises adjacent thereto pursuant to this Agreement, 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 whensoever the same may appear, either directly or indirectly made or suffered by the Owner, the Owner's agents, employees, and subcontractors, while engaged in the performance of said work. IX. CITY BUSINESS LICENSE Owner will maintain and pay all fees associated with a business license in the City of San Juan Capistrano. X. INDEPENDENT AGENT 1. At all times during the term of this Agreement, Owner shall be an independent agent and shall not be an employee of the City. City shall have the right to control Owner only insofar as the results of Owner's services rendered pursuant to the Agreement; however City shall not have the right to control the means by which Owner accomplishes services rendered pursuant to this Agreement. 2. Except as City may specify in writing. Owner shall have no authority, express or implied, to act on behalf of the City in any capacity as an agent. Owner shall have no authority, express or implied, pursuant to this Agreement, bind City to any obligation. XI. Section XI. of the Original Agreement is deleted in its entirety. Amendment #1 To Agreement for Modifications to'W^ater Facilities To Serve Tract 14196 Page I 7 IN WITNESS WHEREOF, this Amendment has been duly executed by the Owner herein named on the day of , 2015, 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. OWNER CITY OF SAN JUAN CAPISTRANO LV PACIFIC POINT LLC, a Delaware limited liability company Bv: y^^ 'U ' By:. Name Anthony Bafsanfi Autnofizea signalofy Derek Reeve, Mayor Its: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney (Attach Notary Acknowledgement) Attachment: Exhibit A OWNER ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the^ day of ppfAyiAO the year 2015 before i:^, the undersigned, a Notary Public in and for said State, personally appeared yfjU^fT^/)/?^ ;9z;:^/^5//^76personallv 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 LISA A. PHELAN Notary Public State of New York Qualified .n New York County Reg No. 01PH6292618 Commission Expires November 4,2017 Exhibit A WORKS OF IMPROVEMENT CERTIFICATION OF PARTIAL COMPLETION OF IMPROVEMENTS Amendment #1 to the Agreement for Modifications to Water Faculties to Serve Tract 14196 I hereby certify that the following improvements for Pacifica San Juan required by Amendment #1 to the Agreement for Modifications to Water Facilities to Serve Tract 14196 have been completed to wit: Schedule of Improvements Total Amount Percent Complete Remaining Amount or Bond Amount Water Improvements (McCracken Hills Water Line) $150,000 0% $150,000 $150,000 0% $150,000 Water Improvements (McCracken Hills Water Line) The Cash Security is for the amount of One Hundred Fifty Thousand Dollars { $150,000 ). (100 % of Column 4) SUBMITTED BY ENGINEER OF RECORD I estimate the total cost of completing the modifications to water facilities to serve Tract 14196 agreed to be performed by the Owner and Subdividerto be One Hundred Fifty Dollars ($150,000). DATED: ACCEPTED BY CITY DATED: \ Doug Staley (RCE No. 38796) President Hunsaker & Associates Irvine, Inc. -3-Hughes Irvine, CA 92618 Assistant'Public Works Director Amendment #1 to the Agreement for Modification to Water Facilities to Serve Tract 14196 Pacifica San Juan 1 off Exhibit A Date: 04/08/2015 CITY OF SAN JUAN CAPISTRANO DOCUMENT TRANSMITTAL FORM This form is for the transmittal of documents for signature, (e.g. Agreements, Contracts, Deeds, Easements) Agenda Item No. (if Applicable): City Council, SJCHA or SACRA Meeting Date (if applicable), city council Brief description of document and/or services provided: Amendment #1 Agreement for Modifications to Water Facilities to Serve Tract 14196 Submitting Department: Public Works Staff Contact: sieve Kooymn Please sign each original of the attached document, where indicated and circulate in the below route order as applicable (Please note the procurement limitations below). When the document is fully executed, the City Clerk will provide a signed copy to the submitting department and to the Financial Services Department (when applicable), and will mail a signed original to the contractor/consultant. Step 1 HH Purchasing - For Procurement Contracts/Agreements (if applicable) I I $3,000orleSS — (Department Head's A uthority - No Purchase Order Required - STOP - further routing not necessary) I I $3,001 - $10,000 - (Department Head's Authority) I l$innni -%A5,Q0Q-(City Managers Authority) I I $45,001 or over - (City Council Approval Required*) *Date of Council Approval: or Resolution. No.: I I Public Contracts $45,000 or less - (City Manager's Authority Required) I I Public Contracts over $45,000 - (City Council's Authority Required*) *Date of Council Approval: or Resolution. No.: Step 2 Department Head Step 4 n Finance Approved Not Approve^ Not Applicab Director's Initials/Date Step 3 El City Attorney I I Funding Available I I No Funding Available I I Budget Amendment Required Notes: Finance Initials/Date Approved Not Approved Not Applicable City Attorney's Initials/Date^ Step 5 CH City Manager Step 6 0 Insurance Requirements (if applicable) *Mark the requirements included in the attached document. ^--•T•Tff:;,wgas^ia^aa,iaa^^ "' ' " - - - H Commercial/General Liability H Auto Liability ^^Professional/Errors and Omissions I I Public Works Contracts - Labor/Material & Performance Bonds I Additional Insured Endorsement I Worker's Compensation I I Not Applicable Step 7 [E-City Clerk (For Final Routing) I I Approval Process Completed - Copy of Contract Transmittal Form with documents forwarded to FS Department or back to the originating department as appropriate. I I Denied - Returned to submitting department. Please provide the following and return to the City Clerk's Office: City Clerk's Initial's/Date:. Page 1 of2 i 1. 2. 3. 4. 5. Contractor/Consultant Name: Business License*: O Yes d] No License Number: Date of Lxpiration_ *Ifwork is performed in the City, a Business License is required. Contract Amount: $ /\^jfif Budget Account Number: ^ City Services and Facilities to be provided (If Applicable): 6. Is this a standard City contract? 3 No If no, explain: 7. Are two original contracts submitted? ^HYes No If no, explain: 8. Contract Date: Expiration Date: 9. Insurance Certificate (if applicable) attached: O Yes Q'd'^bTf no, explain 10. Purchase (if applicable) Requisition attached: Q Yes FTNo'lf no, explain 11. Bid Recap (//a/?p//caZ)/e) attached: O'Yes FTNolf no. explain: 12. W-9 Lorm (if applicable) attached: | | Yes LjNo If no, explain: 13. New Vendor Application Form (if applicable) attached: | | Yes |_jNo If no, explain 14. Does this document need to be recorded? PfYes I I No If Yes, please provide only one original copy. The Financial Services Department will issue a Purchase Order (PO) to the submitting department, once all of the information on this Contract Transmittal Form has been received by finance through the City Clerk's Office. Page 2 of2 i Date: 04/09/2015 CITY OF SAN JUAN CAPISTRANO DOCUMENT TRANSMITTAL FORM This form is for the transmittal of documents for signature, (e.g. Agreements, Contracts, Deeds, Easements) Agenda Item No. (if Applicable): City Council, SJCHA or SACRA Meeting Date (if applicable): city council Meeting ided: (^5) Brief description of document and/or services provided Pacific Point Amendment #1 and Reinstatement to Subdivision improvement Agreement.^j^ Y^3.j(AA.S^ ^ \tLv'^V .V:,> Submitting Department: Pubic works Staff Contact: steve Kooyman Please sign each original of the attached document, where indicated and circulate in the below route order as applicable (Please note the procurement limitations below). When the document is fully executed, the City Clerk will provide a signed copy to the submitting department and to the Financial Services Department (when applicable), and will mail a signed original to the contractor/consultant. Step 1 O Purchasing - For Procurement Contracts/Agreements (if applicable) $3,000 or less - (Departmenl Head's Authority ~ No Purchase Order Required~ STOP - farther routing not necessary) $3,001 - SXQfiQQ ~ (Department Head's Authority) $ 10,001 - $45,000 - (City Manager's Authority) $45,001 or over — (City Council Approval Required*) *Date of Council Approval: or Resolution. No.: Public Contracts $45,000 or less - (City Manager s Authority Required) Public Contracts over %'\Sfi(fa) ~ (City Council's Authority Required*) *Date of Council Approval: Resolution. No.: Step 2 [•] Department Head ^—• Approved r I Not Approved Step 4 [H Finance I I Not Applicab Director's Initials/Dat Step 3 H City Attorne; I I 1 Funding Available I 1 No Funding Available I 1 Budget Amendment Required Notes: Finance Initials/Date Approved I I Not Approved D Not Applicable City Attorney's Initials/Date Step 5 Q City Manager I I Approved I I Denied City Manager's Initial's/Date: Step 6 • Insurance Requirements (if applicable) *Mark the requirements included in the attached document. J Commercial/General Liability 3 Auto Liability 3 Professional/Errors and Omissions 3 Public Works Contracts - Labor/Material & Performance Bonds I I Additional Insured Endorsement I I Worker's Compensation I 1 Not Applicable Step 7 g] City Clerk (For Final Routing) 3 Approval Process Completed - Copy of Contract Transmittal Form with documents forwarded to FS Department or back to the originating department as appropriate. I 1 Denied - Returned to submitting department. Please provide the following and return to the City Clerk's Office: City Clerk's Initial's/Date: Page 1 of 2 1. Contractor/Consultant Name: 2. Business License*: Yes No License Number: Date of Expiration *Ifwork is performed in the City, a Business License is required. 3. Contract Amount: $ ^/A 4. Budget Account Number: 5. City Services and Facilities to be provided (If Applicable): N/A 6. Is this a standard City contract? • Yes [_ No If no, explain: 7. Are two original contracts submitted? • Yes \Z. No If no, explain: 8. Contract Date: Expiration Date: 9. Insurance Certificate (if applicable) attached: LJ Yes [1] No If no, explain 10. Purchase (if applicable) Requisition attached: | | Yes [•] No If no, explain 11. Bid Recap (if applicable) attached: O Yes g] No If no, explain: 12. W-9 Form (if applicable) attached: [H Yes [B] No If no, explain: 13. New Vendor Application Form (if applicable) attached: O Yes [•] No If no, explain 14. Does this document need to be recorded? [•] Yes original copy. No If Yes, please provide only one The Financial Services Department will issue a Purchase Order (PO) to the submitting department, once all of the information on this Contract Transmittal Form has been received by finance through the City Clerk's Office. Page 2 of 2 Date: 04/09/2015 CITY OF SAN JUAN CAPISTRANO DOCUMENT TRANSMITTAL FORM This form is for the transmittal of documents for signature, (e.g. Agreements, Contracts, Deeds, Easements) Agenda Item No. (if Applicable): City Council, SJCHA or SACRA Meeting Date (if applicable): city council Meeting Brief description of document and/or services provided:_ Amendment #2 And Reinstatement to the improvement And Reimbursement Agreement. Submitting Department: Pubic works Staff Contact: steve Kooyman Please sign each original of the attached document, where indicated and circulate in the below route order as applicable (Please note the procurement limitations below). When the document is fully executed, the City Clerk will provide a signed copy to the submitting department and to the Financial Services Department (when applicable), and will mail a signed original to the contractor/consultant. Step 1 LJ Purchasing - For Procurement Contracts/Agreements (if applicable) I $3,000 or less - (Departmem Head's Authority - No Purchase Order Required - STOP - further routing not necessary) $3,001 - $ 10,000 - (Department Head's Authority) $ 10,001 - $45,000 - (City Manager's Authority) $45,001 or over - (City Council Approval Required*) *Date of Council Approval: or Resolution. No.:_ Public Contracts $45,000 or less - (City Manager's Authority Required) Public Contracts over $45,000 - (City Council s Authority Required*) *Date of Council Approval: < Resolution. No.: Step 2 [S] Department Head Step 4 LJ Finance I/" 1" Approved I I Not Approve I I Not Applied Director's Initials/Da1 step 3 H City Attor I 1 Funding Available I I No Funding Available ' I Budget Amendment Required Notes: Finance Initials/Date . Approved i ' 1 Not Approved J Not Applicable City Attorney's Initials/Da/e Step 5 LJ City Manager I I Approved I I Denied City Manager's Initial's/Date: Step 6 "^Jnsurance Requirements (if applicable) *Mark the requirements included in the attached document. j I I Commercial/General Liability J Auto Liability 1 Professional/Errors and Omi Protessional/brrors and OrnissjOBS-—• — J^LSublic Works Contracts yLabor/Material & Performance Bonds ] Additional Insured Endorsement I Worker's Compensation iNot Applicable Step 7 H City Clerk (For Final Routing) 1 1 Approval Process Completed - Copy of Contract Transmittal Form with documents forwarded to FS Department or back to the originating department as appropriate. I 1 Denied - Returned to submitting department. Please provide the following and return to the City Clerk's Office: City Clerk's Initial's/Date: Page 1 of 2 1. 2. 3. 4. 5. 6. 7. 8. 9. Contractor/Consultant Na: _Date of Expiration Business License*: | | Yes | | No License Number: * If work is performed in the City, a Business License is required. Contract Amount: $ "h^ ^\ Budget Account Number: 'f^ff" ODOUS 4:^/0 " ^^77^?*' City Services and Facilities to be provided (If Applicable): Is tbis a standard City contract? | | Yes ^ If no, explain: Are two original contracts submitted? Q Yes QIND If no, explain: QAJt4 0/2t^i/iA^ e^^^r^M/?. Contract Date: Expiration Date: Insurance Certificate (if applicable) attached: | ] Yes 0No If no, explain: 10. Purchase (if applicable) Requisition attached: | | Yes No If no, explain: 11. Bid Recap (if applicable) attached: | | Yes No If no, explain: 12. W-9 Form (if applicable) attached: | | Yes No If no, explain: 13. New Vendor Application Form (if applicable) attached: U Yes No If no, explain 14. Does this document need to be recorded? L/fYes original copy. No If Yes, please provide only one The Financial Services Department will issue a Purchase Order (PO) to the submitting department, once all of the information on this Contract Transmittal Form has been received by finance through the City Clerk's Office. Page 2 of 2