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HomeMy WebLinkAboutC-8952-1 - Subdivision Agreement for Final Tract No. 19222SUBDIVISION AGREEMENT BY AND BETWEEN THE CITY OF NEWPORT BEACH AND NEWPORT CENTER RESIDENCES, LLC FOR TRACT NO. 19222 THIS AGREEMENT ("Agreement') is entered into this Q) day of September, 2022, by and between the CITY OF NEWPORT BEACH, a municipal corporation and charter city of the State of California, hereinafter referred to as "CITY," and NEWPORT CENTER RESIDENCES, LLC, a Delaware limited liability company, hereafter referred to as "SUBDIVIDER." RECITALS WHEREAS, SUBDIVIDER is the owner of a tract of land in CITY, which it is seeking to subdivide into lots and to make certain private and public improvements, and is about to file with CITY a map of the tract of land known as Tract No. 19222 ("Tract'); WHEREAS, as conditions of approval of and prior to the recordation of this subdivision map for the Tract, SUBDIVIDER is required to complete street (including street, curb and gutter, sidewalk, drive approach and parkway culvert); water, and sewer improvements (utilities); and fire access (collectively, "Improvements") as shown on public improvement plans for Tract No. 19222 dated September , 2022 ("Improvement Plans"), and to perform certain other improvements in the subdivision; and WHEREAS, SUBDIVIDER desires to enter into an agreement with CITY to delay performance of certain portions of the work, to agree to perform this work as herein provided; and to execute and deliver to CITY bonds for the faithful performance of this Agreement, for the payment of all labor and material in connection therewith, and for the guarantee and warranty of the work for a period of one (1) year following completion and acceptance thereof against any defect in work or labor done, or defective materials furnished, and subdivision monumentation, as required by Sections 66499 through 66499.10 of the California Government Code and Section 19.36.030 (Improvement Security (66499 et seq.)) of the Newport Beach Municipal Code. NOW, THEREFORE, in consideration of the promises and agreements of the parties as herein set forth, the parties agree as follows: 1. GENERAL IMPROVEMENTS SUBDIVIDER hereby agrees to do, perform, and pay for all of the work for the Improvements as shown on the Improvement Plans for said Tract as required by the conditions of approval of the subdivision map for the Tract ("Map") which are not completed at the time of the recordation thereof. SUBDIVIDER also agrees to pay all engineering costs and any other deposits, fees, or conditions associated with the Tract and with the Improvements as required by CITY ordinance or resolution and as may be required by the City Engineer. All of the work for the Improvements ("Work") shall be done and performed in accordance with the Improvement Plans, specifications, and profiles which have been approved by the City Engineer and filed in the office of the City Engineer. All of the Work shall be done at the sole cost and expense of SUBDIVIDER. All of the Work shall be completed on or before three (3) years from the date hereof, unless the conditions of approval of the Map require an earlier completion date. All labor and material costs and expenses for the Work shall be paid solely by SUBDIVIDER. CITY may withhold all occupancy permits until completion of the Improvements. 2. STREET, UTILITIES, AND FIRE ACCESS IMPROVEMENTS SUBDIVIDER agrees to complete any and all street, utilities, and fire access improvements, including perimeter sidewalks, medians, and landscaping required by the conditions of approval of the Map, prior to release or connection of utilities for occupancy for any lot in the Tract. 3. GUARANTEE SUBDIVIDER shall guarantee all Work and material required to fulfill its obligations as stated herein for a period of one (1) year following the date of the City Council's acceptance of same. 4. IMPROVEMENT PLAN WARRANTY SUBDIVIDER warrants the Improvement Plans, specifications, and profiles which have been approved by the City Engineer and filed in the office of the City Engineer are adequate to accomplish the Work as promised herein and as required by the conditions of approval of the Map. If at any time before the City Council accepts the Work as complete or during the one (1) year guarantee period in Section 3 hereof, the Improvement Plans, specifications, and profiles which have been approved by the City Engineer and filed in the office of the City Engineer prove to be inadequate in any respect, SUBDIVIDER shall make whatever changes, at its own cost and expense, as are necessary to accomplish the Work as promised. 5. NO WAIVER BY CITY Inspection of the Work and/or materials for the Improvements, or approval of Work and/or materials for the Improvements, or any statement by any officer, agent or employee of CITY indicating the Work or any part thereof complies with the requirements of this Agreement, or acceptance of the whole or any part of the Work and/or materials for the Improvements, or payments therefor, or any combination of all of these acts, shall not relieve SUBDIVIDER of its obligations under this Agreement; nor shall CITY be stopped from bringing any action for damages arising from SUBDIVIDER'S failure to comply with any of the terms and conditions hereof. 6. COSTS SUBDIVIDER shall, at its own cost and expense, pay when due, all the costs of the Work, including inspections thereof and relocation of existing utilities required thereby. 7. SURVEYS SUBDIVIDER shall set and establish survey monuments in accordance with the filed Map and to the satisfaction of CITY before acceptance of any Work by the CITY. 8. IMPROVEMENT SECURITY Upon executing this Agreement, SUBDIVIDER shall, pursuant to California NEWPORT CENTER RESIDENCES, LLC Page 2 Government Code Section 66499, and the Newport Beach Zoning and Subdivision Ordinance, provide as security to CITY: PUBLIC WATER, PUBLIC SEWER, PUBLIC STREET, MONUMENTATION, FIRE ACCESS A. Performance: For performance security, in the amount of Eight Hundred Ninety Five Thousand Four Hundred Ninety Nine Dollars and 95/100 ($895,499.95), which is one hundred percent (100%) of the estimated cost of the work. SUBDIVIDER shall present such additional security in the form of: Cash, certified check, or cashier's check. X Acceptable corporate surety bond. Acceptable irrevocable letter of credit. With this security, SUBDIVIDER guarantees performance under this Agreement and maintenance of the Work for one (1) year after its completion and acceptance against any defective workmanship or materials or unsatisfactory performance. B. For Labor and Material: Security in the amount of Eight Hundred Ninety Five Thousand Four Hundred Ninety Nine, Dollars and 95/100 ($895,499.95), which is one hundred percent (100%) of the estimated cost of the work. SUBDIVIDER shall present such security in the form of: Cash, certified check, or cashier's check. X Acceptable corporate surety bond. Acceptable irrevocable letter of credit. With this security, SUBDIVIDER guarantees payment to the contractor, to its subcontractors, and to persons renting equipment or furnishing labor or materials for the Improvements or to SUBDIVIDER. C. Maintenance: Security in the amount of Eighty Nine Thousand Five Hundred Forty Nine Dollars and 99/100 ($89,549.99), which is ten percent (10%) of the estimated cost of the work. SUBDIVIDER shall present such security in the form of: Cash, certified check, or cashier's check. X Acceptable corporate surety bond. Acceptable irrevocable letter of credit. With this security, SUBDIVIDER provides a one (1) year guarantee period on all work and materials. Such Maintenance Bond shall be released one (1) year after acceptance of all improvements. SUBDIVIDER may, during the term of this Agreement, substitute improvement security provided that the substituted security is approved in advance in writing by the City Attorney; however, any bond or other security given in satisfaction of this condition NEWPORT CENTER RESIDENCES, LLC Page 3 shall remain in full force and effect until one (1) year after the Improvements are accepted in writing by CITY. SUBDIVIDER may be required by CITY to provide a substitute security at any time until one (1) year after the Improvements are accepted in writing by CITY. 9. INDEMNIFICATION. DEFENSE. HOLD HARMLESS City and all officers, employees, and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Work or for injury to or death of any person as a result of SUBDIVIDER's performance of the Work required hereunder; or for damage to property from any cause arising from the performance of the Work by SUBDIVIDER, or its subcontractors, or its workers, or anyone employed by either of them. SUBDIVIDER shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions, or from any cause arising from SUBDIVIDER's performance of the Work, performance of the Work by any contractor, subcontractor, or agent of SUBDIVIDER, or a supplier providing materials for the Work on behalf of the SUBDIVIDER. To the fullest extent permitted by law, SUBDIVIDER shall indemnify, defend and hold harmless City, its City Council, boards, committees and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement by or on behalf of SUBDIVIDER, any Work performed for the Improvements including, without limitation, defects in workmanship or materials or SUBDIVIDER's presence or activities conducted on the Work (including the negligent and/or willful acts, errors and/or omissions of SUBDIVIDER, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require SUBDIVIDER to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all Claims regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SUBDIVIDER. SUBDIVIDER shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. SUBDIVIDER shall be liable for any private or public property damaged during the performance of the Work by SUBDIVIDER or its agents. NEWPORT CENTER RESIDENCES, LLC Page 4 In addition to the other rights of City hereunder, in the event that any Claims are brought against the CITY as a result of SUBDIVIDER'S breach of the terms and conditions of this Agreement, any Work performed by or on behalf of SUBDIVIDER, or as a result of SUBDIVIDER's presence or activities conducted on the Tract, the City, as it deems necessary and to the extent authorized by law, may retain any security under Section 8 of this Agreement until disposition of any such Claims. The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INSURANCE Any insurance required by the City pursuant to any permit issued to City including but not limited to, any encroachment permits, shall be obtained by SUBDIVIDER. The requirement for carrying the insurance coverage shall not derogate from SUBDIVIDER'S defense, hold harmless and indemnification obligations as set forth in Section 9 of this Agreement. CITY or its representatives shall at all times have the right to demand the original or a copy of the policy of insurance. SUBDIVIDER shall pay, in prompt and timely manner, the premium on all insurance hereinabove required. 11. NONPERFORMANCE AND COSTS If SUBDIVIDER fails to complete the Work within the time specified in this Agreement, or any subsequent extensions, if any, or fails to maintain the Work, CITY may proceed to complete and/or maintain the Work by contract or otherwise, and SUBDIVIDER agrees to pay all costs and charges incurred by CITY (including, but not limited to: engineering, inspection, surveys, contract, overhead, etc.) immediately upon demand. In such event, the CITY may utilize the security provided under Section 8 to cover costs and charges incurred by CITY (including, but not limited to: engineering, inspection, surveys, contract, overhead, etc.) for the Work. SUBDIVIDER hereby consents to entry on the subdivision property by CITY and its forces, including subdividers, in the event CITY proceeds to complete and/or maintain the Work. Once action is taken by CITY to complete or maintain the Work, in the event that City does not elect to use the security provided by SUBDIVIDER for the Improvements or does elect to use such security and such security is insufficient for City to complete or maintain the Work, SUBDIVIDER agrees to pay all costs incurred by CITY even if SUBDIVIDER subsequently completes the Work. 12. RECORD MAP In consideration hereof, CITY agrees that SUBDIVIDER is permitted to file and record the final Map for the Tract. 13. NOTICES Any notices, certificates, or other communications hereunder shall be given either NEWPORT CENTER RESIDENCES, LLC Page 5 by personal delivery to SUBDIVIDER or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and SUBDIVIDER may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, reputable overnight courier or U.S. certified mail -return receipt requested. - TO CITY: City of Newport Beach Attn: Director of Public Works 100 Civic Center Drive Newport Beach, CA 92660 TO SUBDIVIDER: NEWPORT CENTER RESIDENCES, LLC Attn: Peter Zak Executive Manager 4901 Birch Street Newport Beach, CA 92660 14. CONSENT When CITY'S consent/approval is required under this Agreement, its consent/ approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 15. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 16. CITY APPROVALS The City Manager of the City of Newport Beach is hereby authorized, on behalf of the CITY, to sign all documents necessary and appropriate to carry out and implement this Agreement and to administer the CITY's obligations, responsibilities and duties to be performed under this Agreement. 17. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit, describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 18. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties NEWPORT CENTER RESIDENCES, LLC Page 6 have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 19. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 20. IMMIGRATION SUBDIVIDER shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 21. LEGAL SERVICES SUBCONTRACTING PROHIBITED SUBDIVIDER and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. SUBDIVIDER understands that pursuant to Newport Beach City Charter Section 602, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by SUBDIVIDER. 22. NO ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 23. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement shall so survive. 24. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 25. SIGNATORIES Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 26. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiations, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The NEWPORT CENTER RESIDENCES, LLC Page 7 parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement contains the entire agreement between the parties respecting the subject matter of this Agreement and supersedes all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. [SIGNATURES ON NEXT PAGE] NEWPORT CENTER RESIDENCES, LLC Page 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATT RN Y'S OFFICE a California rn ipal corporation Date: 2-2- Date: By: r Aaro C. Harp v oa.L)%:11 /Kevin Mu on City C7 orney / Mayor ATTEST: SUBDIVIDER: NEWPORT CENTER Date: RESIDENCES, LLC, a Delaware limited liability company BY: Newport Center Ventures, LLC, a Delaware limited liability company, Its Member By: Leilani I. Brown � City Clerk Date: p11 By:—(; Peter D. Zak Manager Date:�— in NEWPORT CENTER RESIDENCES, LLC Page 9 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of O( Aw= } ss. On 20 2-.. before me, 44-t, DOZ nttC Notary Public, personally appeared P&u 1D. ZaiY, , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. —*my a HAYLEYDOEHLER Notary Public - California Orange County Commission 4 2311489 Comm, Expires Nov 4, 2023 an re (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ("raab�.- } ss. 1 1� On la. 20_P-_ before me, Notary Public, personally appeared i=OYLI J - IP a rr,t� proved to me on the basis of satisfactory evid4nce 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 signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. _ *my LEY DOEHLER WITNE S my hand and official seal. Notary Public - California Orange County Commission a 2311489 Comm. Expires Nov 4, 2023 limp w J ture (seal) NEWPORT CENTER RESIDENCES, LLC Page 10 I F I C SUBDIVISION IMPROVEMENTS -► Surety ' PERFORMANCE BOND Bond No. 0811853 Initial Premium $ 7,612 Subject to Renewal 4Rco KNOW ALL MEN BY THESE PRESENTS: That we, Newport Center Residences, LLC as Principal, and Harco National Insurance Company , a corporation duly authorized under the laws of the State of Illinois to become surety on bonds and undertakings, as Surety, are held and firmly bound unto City of Newport Beach , as Obligee in the full and just sum of Eight hundred ninety five thousand four hundred ninety nine dollars and ninety five centsD011ars, ($ 895,499.95 ) lawful money of the United States of America, to be paid to the said Obligee, successors or assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors, successors, administrators and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THE OBLIGATION IS SUCH THAT: Whereas, the Principal and Obligee have entered into an agreement whereby principal agrees to install and complete certain designated public improvements, which said agreement, dated , and identified as project THE RITZ-CARLTON RESIDENCES , is hereby referred to 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. Now, Therefore, the condition of this obligation is such that if the above bounded Principal. 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 in the said agreement and any alteration thereof made as therein provided, on 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 Obligee, its officers, 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. As Part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by Obligee in successfully enforcing such obligation, all to be taxed as costs and included in any judgement rendered. The surety herby stipulates and agrees that no charge, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or the specifications. IN WITNESS WHEREOF. the seal and signature of said Principal is hereto affixed and the corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized Attorney -In Fact this 7th day of September 20 22 Principal NEWPORT CENTER RESIDENCES, LLC, a Delaware limited liability co By Its Member: NEWPORT CENTER VENTURES. LLC, a Delaware limited liability comoany By: l// 11-3 Michael Barmettler, Authorized Signatory a o atio In om an Y 4,�tl",M. Valtier / Attorney -in -Fact CALIFORNIA NOTARY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE OnS,a�f-(- -% 2022, before me, Hayley Doehler, a Notary Public, personally appeared Y A', k-.r' who proved to nee 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 slie/she/they executed the same in his/her/their authorized capacitv(ies), and that by his/her/ their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my li n Inc o 1 seal. Squic ire (Seal) *my HAYLEYDOEHLER Notary Public - CaliforniaOrange County Commission n 2311489 Comm. Expires Nov 4, 2D23 POWER OF ATTORNEY Bond# 0811853 HARCO NATIONAL INSURANCE COMPANY INTERNATIONAL FIDELITY INSURANCE COMPANY Member companies of IAT Insurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolina 27606 KNOW ALL MEN BY THESE PRESENTS: That HARCO NATIONAL INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and having their principal offices located respectively in the cities of Rolling Meadows, Illinois and Newark, New Jersey, do hereby constitute and appoint SKYLAR ROMINES, MICHAEL J. PERRY, ROBERT RANALLO, SANDRA L. SIKORA, DANA DOWERS, HEATHER M. VALTIER, RAY CHAO Irvine, CA their true and lawful aftomey(s)-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By -Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December, 2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December, 2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys -in -Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint -control custodians, agents for acceptance of process, and Attorneys -in -fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF, HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31 st day of December, 2018 V tNSUy ' ., �O S' STATE OF NEW JERSEY STATE OF ILLINOIS G:• µvorr.'•'f' - v�SEA� County of Essex / County of Cook ? SEAL In: 19104 o m /f O1904JE ' Kenneth Chapman �.•` ,t Executive Vice President, Harco National Insurance Company •• and International Fidelity Insurance Company On this 31 st day of December, 2018 , before me came the individual who executed the preceding instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies. .0'1111111,1. IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, %-E A New Jersey the day and year first above written. u°°FaOTAq oUeUc o J"QSoo? Q. .,Fty dERS�.� ShillA.Outley a Notary Public of New Jersey My Commission Expires April 4, 2023 CERTIFICATION I, the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By -Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, May 27, 2022 A01718 al� 4� Irene Martins, Assistant Secretary CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On 'V 7/�? 41a12. before me, Megan Elizabeth Graham , Notary Public, (Here insert name and title of the officer) personally appeared Heather M. Valtier who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. S my hand and offici 'MEGAN ELIZA— aE7� A Notary Public - California Orange Count�60 g Com��Cny Camn (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) r71 Attorney -in -Fact ❑ Trustee(s) ❑ Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or- a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefidly for proper notarial warding and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/grey- is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document C 2004-2015 ProLink Signing Service, Inc. — All Rights Reserved wwv.TheProLink.conn — Nationwide Notary Service IFIC Surety Nanawtt IttslrtLvrcE Couvaxr SUBDIVISION IMPROVEMENTS LABOR AND MATERIAL BOND Bond No. 0811853 Premium included in Performance Bond KNOW ALL MEN BY THESE PRESENTS: That we, Newport Center Residences, LLC as Principal, and Harco National Insurance Company duly authorized under the laws of the State of Illinois to become surety on bonds and undertakings, as Surety, are held and firmly bound unto City of Newport Beach as Obligee in the full and just sum of Eight hundred ninety five thousand four hundred ninety nine dollars and ninety five cents Dollars, ($895,499.955 ) lawful money of the United States of America, for the payment whereof, said Principal and Surety bind themselves, their heirs, executors, successors, administrators and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THE OBLIGATION IS SUCH THAT , Whereas, the Principal and Obligee have entered into an agreement whereby the Principal agrees to install and complete certain designated public improvements, which agreement, dated , and identified as project THE RITZ-CARLTON RESIDENCES is hereby referred to and made a part hereof; and Whereas, under the terms of the agreement, the Principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the Obligee to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California. Now, therefore, the Principal and the undersigned as corporate Surety, are held firmly bound unto the Obligee and all contractors, subcontractors, laborers, materialrnen, and other persons employed in the performance of the agreement and referred to in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code in the sum of Eight hundred ninety five thousand four hundred ninety nine dollars and Dollars ($ 895,499.95 ), f or materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this work or labor, that the surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney' s fees, incurred by county (or city) in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration, or addition. Sealed with our seals and dated this 7th day of September , 2022 NEWPORT CENTER RESIDENCES, LLC, a Delaware limited liability cc By Its Member: HarcO National Insurance Company NEWPORT CENTER VENTURES. LLC. a Delaware limited liability company rinci I By: By: Mic ael Barmettler, Authorized Signatory He er M. Valtier Attorney-•in=aci CALIFORNIA NOTARY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA POINTY OF ORANGE On SpV 2022, before me, Hayley Doehter, a Notary Public, personally appeareJ ` ar VLF :�tl-,,r- , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that she/she/they executed the same in his/heritheir authorized capacity(ies), and that by his/her./their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify unifier PENALTY OF PERJURY Loader the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my ha P (� )tticial seal. Si ature (Seal) sFr� oo rti HAYLEY DOEHLER Notary Public . Califomia w m Orange County ° Commission 9 23�2023 My Comm. Expires N LZei :IMel aEv"sW. W. I: A Bond # 0811853 HARCO NATIONAL INSURANCE COMPANY INTERNATIONAL FIDELITY INSURANCE COMPANY Member companies of [AT Insurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolina 27605 KNOW ALL MEN BY THESE PRESENTS: That HARCO NATIONAL INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and having their principal offices located respectively in the cities of Rolling Meadows, Illinois and Newark, New Jersey, do hereby constitute and appoint SKYLAR ROMINES, MICHAEL J. PERRY, ROBERT RANALLO, SANDRA L. SIKORA, DANA DOWERS, HEATHER M. VALTIER, RAY CHAO Irvine, CA their true and lawful attorneys) -in -fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By -Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December, 2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December, 2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys -in -Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint -control custodians, agents for acceptance of process, and Attorneys -in -fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF, HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31st day of December, 2018 ,,,,•., r�uTYlp \Q Qp SG STATE OF NEW JERSEY STATE OF ILLINOIS 0,4ov,no��• n rv�SEA�"'m County of Essex / - County of Cook = Z SEAL r 1904 h U /' O 19,U4JE Kenneth Chapman ti............. : Executive Vice President, Harco National Insurance Company and International Fidelity Insurance Company On this 31st day of December, 2018 , before me came the individual who executed the preceding instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies. 011t111"1 , �`0�`1A 0Gr IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, � `Q� � Fes. Exp. po �,•• New Jersey the day and year first above written. f '•,Fly JE 5�:�``` Shirelle A. Outley a Notary Public of New Jersey My Commission Expires April 4, 2023 CERTIFICATION I, the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By -Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, May 27, 2022 A01718 Irene Martins, Assistant Secretary CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On �% o'IDo before me, Megan Elizabeth Graham , Notary Public, (Here insert name and title of the officer) personally appeared Heather M. Valtier who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. S mv. hand and Signature of Not*y Public MBGAN ELIZABETH GRAHAM Notary Public • California z Orange County g Commission p 2390660 oMy COMM Expire$ Jan 13, 2026 (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT blN l?Md 4-y 6'�/� R5 3 (Title or description of attached document) (Title or description of attached document continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑✓ Attorney -in -Fact ❑ Trustee(s) ❑ Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefirllvforpropernotarial wording and attach thisform ifrequired. • State and County information must be the State and County where the document signers) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural fors by crossing off incorrect forms (i.e. he/she/they- is /aee ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment for. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document C 2004-2015 ProLink Signing Service, Inc. - All Rights Reserved Riv\v.TheProLlnk.coln - Nationwide Notary Service IFIC --t► Surety' Bond No. 0811853 -M Premium $ 0.00 SUBDIVISION MAINTENANCE BOND KNOW ALL MEN BY THESE PRESENTS: That we, Newport Center Residences, LLC as Principal, and Harco National Insurance Company a corporation duly organized and by the virtue of the laws of the State of Illinois and authorized to become sole surety on bonds in the State of California as Surety, are held and firmly bound unto the City of Newport Beach hereinafter called the Obligee, in the just and penal sum of Eighty nine thousand five hundred forty nine and ninety ninecentsDollars ($ 89,549.99 ), lawful money of t he United States of America, to be the payment of which well and truly to be made the Principal binds itself, its successors and assigns, and the Surety binds itself, its successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the said Principal hereby guarantees against defective workmanship and material for the following improvements: THE RITZ-CARLTON RESIDENCES PROVIDED, HOWEVER, that this bond is subject to the following conditions and provisions: 1. This bond is for the term of the work by the Obligee to expire One year(s) from the date of acceptance of 2. In the event of default by the Principal in the performance of the maintenance during the term of this bond, the Surety shall be liable only for cost of maintenance up to the termination of the term of this bond. 3. No claim, action, suit or proceeding, except as hereinafter set forth, shall be had or maintained against the Surety on this instrument unless same be brought or instituted and process served upon the Surety after the expiration date of the bond. Signed and sealed this 7th day of September , 2022 NEWPORT CENTER RESIDENCES, LLC, a Delaware limited liability co By Its Member: NEWPORT CENTER VENTURES. LLC a Delaware limited liability company Pr' ipal By: Michael Barmettler, Authorized Signatory cc Nati pal Insurance Company By: —� H at er M. Valtler / Attorney -in -Fact CALIFORNIA NOTARY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ORANGE Oil `7 , 2022, before me, Ha}ley Doehler, a Notary Public, personally appeared IC�nf,Jt \ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the with.itl instrument and acknowledged to me that slie/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS Inv hand a1 official seal. Sit7,lla' re o. HAYLEY DOEHLER Notary Public - California orange County =V ° Commission # 2311489 2023 My Comm. Expires Nov 4, POWER OF ATTORNEY Bond # 0811853-M HARCO NATIONAL INSURANCE COMPANY INTERNATIONAL FIDELITY INSURANCE COMPANY Member companies of IAT Insurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolina 27605 KNOW ALL MEN BY THESE PRESENTS: That HARCO NATIONAL INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and having their principal offices located respectively in the cities of Rolling Meadows, Illinois and Newark, New Jersey, do hereby constitute and appoint SKYLAR ROMINES, MICHAEL J. PERRY, ROBERT RANALLO, SANDRA L. SIKORA, DANA DOWERS, HEATHER M. VALTIER, RAY CHAO Irvine, CA their true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By -Laws of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 13th day of December, 2018 and by the Board of Directors of HARCO NATIONAL INSURANCE COMPANY at a meeting held on the 13th day of December, 2018. "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Senior Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys -in -Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint -control custodians, agents for acceptance of process, and Attorneys -in -fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer, and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF, HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY have each executed and attested these presents on this 31st day of December, 2018 TYtp ti;��tr+sigq k\4 Qp `rG� STATE OF NEW JERSEY STATE OF ILLINOIS �0:,���voaq;yt,� County of Essex County of Cook c SEAL SE,AL� .ac,' 1904 JE a� Kenneth Chapman S * y Executive Vice President, Harco National Insurance Company and International Fidelity Insurance Company On this 31st day of December, 2018 , before me came the individual who executed the preceding instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies. E• A: 0�A%; IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, ,•` t�v% New Jersey the day and year first above written. '. 0: 500799{o �c Q ' F W OE�S Shirelle A. Outley a Notary Public of New Jersey �,� '" I F 1110% My Commission Expires April 4, 2023 CERTIFICATION I, the undersigned officer of HARCO NATIONAL INSURANCE COMPANY and INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By -Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, May 27, 2022 A01718 al, �urw- Irene Martins, Assistant Secretary CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On q17 aaaa before me, Megan Elizabeth Graham Notary Public (Here insert name and title of the officer) personally appeared Heather M. Valtier who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MEGAN ELIZABETH GRAHAM Notary Public - California Granpe County Commission N 239066. FITNESS qfy hand and offs se 1. My COMM- F-1—Jan 13 2a26 � � P # (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑� Attorney -in -Fact ❑ Trustee(s) ❑ Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or- a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. ht such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefirllyfor proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/sheAhey, is /aee ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document C 2004-2015 Prol.ink Signing Service, Inc. — All Rights Reserved %% V v.TheProLink.conl —Nationwide Notary Service N 0 00 J O J ' N O � O L Z ice+ U t O Q. 3 z r m 0 w J z W_ U J � U C) O O v Z � LL - N N D7 W O W z F- U = — F- > w W R W MIN F- w w A w U z W �w w � _� N z H O 0 U) N w J � Q z 00 N F R W 2 F- O O O O O O O O O O O O O O O O O O O O O O O O O O O O 0 O O 0 O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O 0 O O O O 0 0 0 00 0 0 r- LO O M O LQ 00 IQ 0 0 N CO N N N It N� 't LO (D O N 00 .- LO O W cs M N Lf) o Ili 6S 64 64 dt 64 t0 64 c- - N 69 M - 64 64 64 64 EFJ 64 40- 64 64 64 0 O O O H• O O O F O O O O O O O O O O O O CO O O o m O O O O O O O O 0 0 0 0 p o 0 o p m co 0 Lfl m 0 N o O O O O In O O 64 Ef} c- O 64 LO o M o �i i U o o U e� i bs rl_ Lo co 0 t- W � 69 Lri o W H 6-1s 6 64 5F3 N E9 LLI F a 64Lu a a� w� �N cnF- U_ LU U W _I J m m > > V V V V V V V V V Vca) V V V Q Q Q Q W Q Q w W w LL. 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