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HomeMy WebLinkAboutC-6072 - Subdivision Agreement for Tract No. 17763SUBDIVISION AGREEMENT BY AND BETWEEN THE CITY OF NEWPORT BEACH AND TSG — PARCEL 1, LLC (TRACT NO. 17763) THIS SUBDIVISION AGREEMENT ("Agreement") is entered into thiseday of � k4arch, 2015, by and between the CITY OF NEWPORT BEACH, a charter city and municipal corporation of the State of California, hereinafter referred to as "CITY," and TSG — Parcel 1, LLC a Delaware limited liability company authorized to do business in the State of California and hereafter referred to as "SUBDIVIDER." RECITALS WHEREAS, SUBDIVIDER is the applicant for purposes of subdividing Tract No. 17763, and is seeking to subdivide Tract No. 17763 into lots and to dedicate and maintain certain parks, public access easements, open space easements and easements for public access, utilities, open space emergency access, pedestrian and vehicular ingress and egress, and parking, and other improvements therein to public use, and is seeking approval by the CITY of a final map for Tract No. 17763; WHEREAS, as a condition of the approval of and prior to the recordation of this subdivision map, SUBDIVIDER is required to improve the streets and to perform certain other improvements in the subdivision; and WHEREAS, SUBDIVIDER desires to enter into this 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, as required by Sections 66499 and 66499.3 of the California Government Code, and Title 19 of the CITY's 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 1 of 15 SUBDIVIDER hereby agrees to do and perform and pay for all of the work in Tract 17763 as required by the conditions of approval of the subdivision map not completed at the time of the recordation thereof, including, but not limited to, the construction of: streets, paving, curbs, gutters, sidewalks, parking spaces, trees and landscaping; sewers, including construction of sanitary sewers and lot laterals; street lights; street signs; and domestic water systems, including the construction of water mains, services and installation of storm drains, dry utilities (electric, gas, cable TV, telephone, etc.) and public park, paseos, and pedestrian walkways. SUBDIVIDER also agrees to pay all engineering costs and any other deposits, fees or conditions as required by CITY ordinance or resolution and as may be required by the City Engineer. All of the work shall be done and performed in accordance with the 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 four (4) years from the date hereof, unless the conditions of approval of the subdivision map require an earlier completion date. Notwithstanding the foregoing, SUBDIVIDER may request in writing, and CITY may grant in writing up to two (2) additional one-year extensions to complete the work. All labor and material bills therefore shall be paid solely by SUBDIVIDER. 2. 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 CITY's City Council's acceptance of same. 3. IMPROVEMENT PLAN WARRANTY SUBDIVIDER warrants the improvement plans for the work are adequate to accomplish the work as promised herein and as required by the conditions of approval of the subdivision map. If at any time before the CITY's City Council accepts the work as complete or during the one (1) year guarantee period, the improvement plans are determined to be inadequate by CITY in any respect, SUBDIVIDER shall make whatever changes, at its own cost and expense, as are necessary to accomplish the work as promised. 2 of 15 4. NO WAIVER BY CITY Inspection of the work and/or materials, or approval of work and/or materials, 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, or payments therefor, or any combination of all of these acts, shall not relieve SUBDIVIDER of its obligations to fulfill this Agreement as prescribed; 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. 5. COSTS SUBDIVIDER shall, at its own cost and expense, pay when due, all the costs of the work, including inspections thereof. 6. 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 as complete by the CITY's City Council. 7. IMPROVEMENT SECURITY Except as set forth in Tentative Tract Map No. 17763 amended Condition of Approval No. 46, which is attached hereto as Exhibits A and A-1 and incorporated herein by reference, upon executing this Agreement, SUBDIVIDER shall, pursuant to California Government Code Section 66499, and the Newport Beach Zoning and Subdivision Ordinance, provide as security to CITY: A. Faithful Performance: For performance security, in the amount of Six Million Six Hundred Thirty-four Thousand Two Hundred Thirty- two DOLLARS ($6,634,232), which is one hundred percent (100%) of the estimated cost of the work. SUBDIVIDER shall present such additional security in the form of: 3 of 15 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 any unsatisfactory performance. B. For Labor and Material: Pursuant to Government Code section 66499.3(b) and Newport Beach Municipal Code section 19.36.030(B), security in the amount Six Million Six Hundred Thirty - Four Thousand Two Hundred Thirty -Two Dollars ($6,634,232), 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 to them or to SUBDIVIDER. SUBDIVIDER may, during the term of this Agreement, substitute improvement security provided that the substituted security is acceptable to the City Attorney; however, any bond or other security given in satisfaction of this condition shall remain in full force and effect until the work of improvement is finally accepted in writing by CITY, and SUBDIVIDER may be required by CITY to provide a substitute security at any time. Notwithstanding the foregoing, upon acceptance of the work of improvement by CITY, SUBDIVIDER'S faithful performance bond shall be reduced to ten percent (10%) of its original amount and shall serve as SUBDIVIDER's warranty bond for said improvement, and such bond shall remain in place for a period of one (1) year after CITY'S acceptance of the improvement. 4of15 8. ACCEPTANCE OF IMPROVEMENTS BY CITY Upon a work of improvement being completed, CITY shall review and accept such improvement within ninety (90) calendar days of issuance of the Notice of Completion for such improvement. 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 improvements or for injury to or death of any person as a result of SUBDIVIDER's or any of its contractors', subcontractors', workers' or agents' performance of the improvements required hereunder; or for damage to property from any cause arising from the performance of the improvements by SUBDIVIDER, or its contractors, subcontractors, workers, or its agents or anyone employed by any 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 work on the improvements, or the work of any subcontractor or supplier selected by SUBDIVIDER. To the fullest extent permitted by law, SUBDIVIDER shall indemnify, defend and hold harmless CITY, its City Council, boards 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 by SUBDIVIDER of the terms and conditions of this Agreement, any work performed or services provided under this Agreement including, without limitation, defects in workmanship or materials or SUBDIVIDER's presence or activities conducted on the subdivision (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 5of15 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, errors, omissions, 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 and liability 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. To the extent authorized by law, as much of the money due SUBDIVIDER under and by virtue of the Agreement as shall be considered necessary by CITY may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 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 or SUBDIVIDER 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 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. 6of15 11. NONPERFORMANCE AND COSTS If SUBDIVIDER fails to complete the work within the time specified in this Agreement and/or the Conditions of Approval for the subdivision, and subsequent extensions, if any, or fails to maintain the work as required under this Agreement, 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. SUBDIVIDER hereby consents to entry on the subdivision property by CITY and its forces, including SUBDIVIDER, in the event CITY proceeds to complete and/or maintain the work. Once action is taken by 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 shall allow SUBDIVIDER to file and record the Final Map for the subdivision. 13. NOTICES Any notices, certificates, or other communications hereunder shall be given either 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: TO SUBDIVIDER: City of Newport Beach Shopoff Realty Investments, L.P. ATTN: Director of Public Works ATTN: John Santry 100 Civic Center Drive 2 Park Plaza, Suite 700 Newport Beach, CA 92660 Irvine, CA 92614 7of15 WITH A COPY TO: Jackson DeMarco Tidus Peckenpaugh 2030 Main Street, 12th Floor Irvine, CA 92614 Attn: Gregory P. Powers, Esq. 14. CONSENT When CITY'S consent/approval is required under this Agreement, its consent/ approval for one (1) 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. Except as otherwise provided and as to the acceptance of the completed work, the City Manager of the CITY is hereby authorized, on behalf of the CITY, to approve and 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. 15. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties and approved as to form by the City Attorney. 16. 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 or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 17. 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 8of15 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 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. 18. DUPLICATE ORIGINAL The original of this Agreement and one (1) or more copies hereto may be 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. 19. 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. 20. 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. 21. ATTORNEY'S FEES 9of15 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 attorneys' fees, such that the prevailing party shall not be entitled to recover its attorneys' fees from the non -prevailing party. 22. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement shall so survive. 23. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. Venue shall be in a court in Orange County, California. 24. 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 SUBDIVIDER 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. 25. 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 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 10 of 15 respecting the subject matter hereof, except as set forth in the Conditions of Approval for Tract No. 17763 and the Development Agreement, as it may be amended, recorded in the Official Records of Orange County on March 26, 2013, as document number 2013000180939. 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 ATTORN� Y'S OFFICE Date: `i / By: Aaron C. Harp (Am 031so1iv, City Attorney ATTEST: qJ10 Date: By: ' 9 f Y� F-�L Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: y - 8 ^�c74S By: 4Ln L Edward Selich Mayor OWNER: TSG — Parcel 1, LLC, a Delaware limited liability company Date:'__1Mk((k, c` By: _VA&r Sandr . Sciutto Chi FinancialOfficer By: John Santry :Executive Vice President f 11 of 15 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Californi ) County of ) `� On -l1 �� before me, Date Here Insert Nam and itle of the O icer personally appeared (� Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. TERRIHOVDESTAD Commission # 2070020 z Notary Public - California z z ` Orange County M Comm. Expires Jun 28, 2018 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. L SS my ha i ' seal. Signature Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached D umen (1 / Title or Type of Document: C� l ri boc enV1t� Date: `31,;kj Number of Pages: (� Signer(s) h r Tha med bove: JylnA Ak— A Capacity(ies) CI imed by Signer(s) 1l_ Signer's Name: r-0.. , LL44z orporate Officer — Title(s): D ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2014 National Notary Association - www.NationalNotary.org - 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 ��SC`f'.C:�'�i�,CY'�c:f'.S`i'•.C':f�.C�h.C`(�.C:c^.C:l`.[:N.(�,C�f`,i":!.'.c: f7C`!'.CYO.c`C?.�`C`2-�A.i^f`f�.C`�.C`fir^.C�E'.C`('�•AS-`C+F�AM�.F���A��A��,C`C`�i.C`C:C)C..C:fLC 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 On d� dU (S before me, tcy Q �b�(�(�11C y Date 1 HWe Insert Name and Title of t e Officer personally appeared of 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. TERRI HOVDESTAD Commission # 2070020 Z .'.=u Notary Public - California z i '� Orange County v My Comm. Ex ires Jun 28, 2018 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. LS S my hand nd o a . Signature Signature o otary a OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached D u�rTp�en }{ Title or Type of Do u ntU�YJ• �• ��fJocum t a e: 3 of Number of Pages: Signers) ther Tha med Above: 0. •S Capacity(ies) Claimed by Si ner s) Signer's Name: Jt kh I Corporate Officer — Title(s): El Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact Cl Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 0 ■ Condition No. 46 of Tentative Tract Map NT2012-002 (17763) as Amended By the Community Development Director on February 12, 2015: Prior to any Final Map approval, the applicant shall provide performance bonds and separate labor and material improvement bonds or irrevocable letters of credit in a form and amount acceptable to the Director of Public Works for 100 percent of estimated improvement cost, as prepared by a Registered Civil Engineer and approved by the Director of Public Works, for each of the following, but not limited to, public and private improvements separately: Street improvements, monuments, sidewalks, striping and signage, street lights, sewer systems, water systems, storm drain and water quality management systems, erosion control, landscaping and irrigation along Jamboree Road frontage, and off -site improvements required as part of the project. Performance bonds, labor and material improvement bonds for landscape and hardscape improvements shall be posted as follows: a. Bond 2a for the site improvements which also includes dry utilities and Jamboree Road street improvements and 2b for the landscape and sidewalk improvements along Jamboree Road shall be provided prior the Final Map approval, as originally required by Condition No. 46 of Tentative Tract Map NT2012-002 (17763). b. Bond 3a for the interior street landscape improvements, Bond 3b for the apartment landscape (abutting Lots 3 & 4 of Tract Map 17763), and Bond 3c for the apartment paseo improvements (between Lots 3 & 4 of Tract Map 17763) shall be provided prior to the issuance of building permit of Lots 3 or 4 as illustrated in the attached Exhibit A-1). c. Bond 4a for the landscape improvements abutting Lot 1 of Tract Map 17763 and Bond 4b for Phase 1 Park landscape improvements shall be provided prior to the issuance of building permit of Lots 1, 3 or 4 (as illustrated in the attached Exhibit A-1). EXHIBIT A-1 Bonding Triggers and Maps Uptown Newport Phase I - Final Map Bond Bifurcation with Bonding Triggers BONDINGTRIGGER PRIORTO fill LM4P APPROVAL PRIORTUfINALMAP APPROVAL LOT3OR4 Bull PERMIT 130R4 BUILDING PEF NO 10130R BUILDING PERMN LUfi BUILDING PERMIT IOf S,JDR4 BUILDING PERMIF Site Improvemrnts BOND'2a' la.— Iandwpe BOND'2b' R7w Lamluapa BOND'3a' Lot 3 & 4 ferd " MOW Lm 3 & 4 Pawn BOND'3c' Lot 1 larcbcape BOND'4t' PaA BOND'4b' Site lmprOvm — $ 4.379,394 bmbree Road landscape& S4k 11, $ B23,061 P-01 $ 726,271 Pxeo 2A $ 633,186 Paseo 28 $ 153030 Park $ 2,639,728 Internalsheet hnduape $ 781,690 S 1.743.364 Reduced Nndsapermts S (147,413) $ 1343,9621 $ 143SAM Pasal 1. Bnyvr Rvmb sham vl Landscape VS4:51.283 $ 594,520 Ko114nter access 5 2mm Paver ducts- $ 156,996) 5 366.32q Dry UUlifies bmborre Rd St—t Nn rovemenh 5 36Q383 Manumvnmtlon Is 17,000 UB TOTAL 10N CONTINGENCY TOTAL 5 5,208,059 $ 823061 5 499.585 5 1,033,079 5 725,271 S 1,380,]36 5 2.204,728 9 520.806 5 82,306 $ 49,959 $ 103,30B 5 72,627 S 138,074 5 220 d11 $ 5,728,86S S 90SA67 $ S49,5d4 S 1.136,386 S 798,898 S 1.513.810 5 21425,201 Timmg of Banding Feb15 I. is 4Q 2015 4Q2015 4Q 2015 102MG 1Q2016 Construnlon Commencement kb15 3Q2017 3Q2017 3Q2017 3Q 2017 4Q 2017 402017 CvmWnlvn [ampktipn Iu135 1Q2018 1Q2018 1112018 1Q2018 2Q 2018 IQ is Timingol Cmneralioo 0c115 TBD TBO TRO TBD TBD TBD BONDING RESPONSIRILOY I SRI-TPG SRPTPG I SRETPG I SRI."G TM LOT I tort mdkales landscape antl sMewalk (M1arduapelYmprovvmrnls only mdkates reduc0an in msts duo tv removal vl Slade sbocture and change m sheet lights Lbk Works 6tlmate- (Mark Co contnn h 2,780,924 Fvrtlrls j IalkyCmt EsDmalr (aa IarMuape & sk —IL) ✓all Mm, 6limate ✓alleyGest bUmrie ✓allrryCrest Fstimale JalleyCrat Estimate V.11,Crest Estimate leaarea Slade swr6rrr at park, a n7hls on heels vaneyeresl �nmam ValleyCrest BUmam IruludeJ in the site imprwemml amount lykl-CM Estimate Ilal18 FOmman Eatimam BOND 3a BOND 2a BOND BOND 3E BOND 2a (Street Improvements) Legend M Pad KtA Ceirtet Acce;s Internal Streetsce "nA—tal 1 2 IIIIi11r.: r mrlrm :mrnrrrlT n.y t nnm _ - �"� J — -- P6err ne: r" 1''llllll[!11 �� Ili 111111111t1111111:'' _ - - �t-,tPTPPPPPRI :. Pmr: PAPPAI*PAP 1:LA3171li:f A.., _' - - M�.in JUets 5o a1 rlu P+YLxleck Im 1@ 205 - _ _J--��•p�,r • • i �eS4m Pxheq IDlk fl I1 4A roPYNnW tsar 11. Sm A' C ❑ � ,` . jii�i�i�ii i�jtl4fllittlft1141flilll91t917 '"". � __ 11 r=E ' rn —�{TfTilTTRITTI _ - .1 ,��OILLII ILL, -- � � �_— •_ � `� mrrrlrrr- i I � I. nnuuuuum n::mlllll lllltllll. ir-i ' �1 L Phase 1 Master Site Plan _ Uptown Newport Nwembe 30,20R Uptown Newport LP PHILADELPHIA INSURANCE COMPANIES A Member of the Toldo Marine Group Subdivision Bond Faithful Performance SUBDIVISION BOND Bond No. PB03010401982 Premium $ 85,933.00 / 2 Years KNOW ALL MEN BY THESE PRESENTS: That TSG-Parcel 1, LLC. a Delaware limited liability company, as Principal, and Philadelphia Indemnity Insurance Company, a corporation organized and existing under the laws of the State of Pennsylvania and authorized to transact surety business in the State of California , as Surety are held and firmly bound unto City of Newport Beach in the sum of Five Million Seven Hundred Twenty-eight Thousand Eight Hundred Sixty-five Dollars & 00/100 ($ 5,728,865.00), for the payment whereof, well and truly to be made, said Principal and Surety bind themselves, their heirs, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THE OBLIGATION IS SUCH THAT: WHEREAS the above Named Principal has entered into an agreement, dated 10 , 2k1J, with the City of Newport Beach to do and perform the following work, to wit: Improvements for Tract No. 17763 -2A NOW, THEREFORE, if the above -bounden Principal shall well and truly perform the work referred to in such agreement, then this obligation shall be void; otherwise to remain in full force and effect. IN WITNESS WHEREOF, the seal and signature of said Principal is hereto affixed and the corporate seal and the name of the said Surety is hereto affixed and attested by its duly authorized Attomey in Fact at Irvine, California this 11th day of March, 2015. -, -4 OR1;A�7S L Cif mey o;v\ TSG-Parcel 1, LLC, a Delaware limited liability company (Principal) (Seal) Philadelphia (Surety) By: Attorney -In -Fact (Seal) Philadelphia Consolidated Holding Corp. • Philadelphia Indemnity Insurance Company • Philadelphia Insurance Company • Maguire Insurance Agency, Inc. 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 MAR 1 1 2015 before me, M. Barreras , (Here inserl name and title of the officer) personally appeared Janina Monroe who proved to me on the basis of satisfactory evidence to be the personw whose nameQG) is/Am subscribed to the within instrument and acknowledged to me that he/she/IIAW executed the same in kis/her/tbei(r authorized capacity) asX and that by JTWher/lbak signature(* on the instrument the person*, or the entity upon behalf of which the person(* acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. M. BARRERAS lip Commission # 2048208 WITNESS my hand and official seal. Z Notary Public - California i Z Orange County My Comm. Expires Nov 5, 2017 Notary Public Signature (Notary Public Sea[) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This jorin complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT ifneeded, should be completed and attached to the document. Acknohredgents from other states ntay be completed,/or docantems being sent to that state so long as the wording does not require the California notaq to riolate California notary Imr. (Title or description of attached document) (Title or description of attached document continued) Number of Pages Document Date CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) p Attorney -in -Fact ❑ Trustee(s) ❑ Other 2015 Version v,^.rw.rJotaryClas es.vuri b0U 8'3-9bL-5 • State and County infonnation 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 signcr(s) personally appeared which must also be the same date the acknowledgment is completed. • lltc 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 firms by crossing ofl' incorrect tarns (i.e. he/shc/they; is /tire ) or circling the correct forms. Failure to correctly indicate this information may lead to resection 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 torn. • Signature of the notary public must match the signature on file with the office of the county clerk. . Additional infonnalion is not required but could help to ensure this acknowledgment is not misused or attached to a different document. . Indicate title m 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 with a staple. 2168 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPEE A INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25.000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I' day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attomey(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the sea] of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFDCED BY ITS AUTHORIZED OFFICE THIS 7*m DAY OF FEBRUARY 2013. Robert D. O'Leary Jr., President & CEO Philadelphia indemnity Insurance Company On this 7 s day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPE[ A INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company: that the said Corporate Seal and his signature were drily affixed. rnMMO: WEAl.THOFFENWSYLVANIF NOTARIALSEAL DANIELLE RORATH, Notary Pac Lover Merlon T Mo may CoU i r/�J,�e1jQ Con�vssionnMa�tt 2Z. �1 ' Notary Public: (Notary Seal) residing at: Bala Cynwyd. PA My commission expires: March 22.2016 L Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PH LADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attomev as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, MAR 1 1 2015 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 20 Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California p County of ()��i� �,CLM On ' X�5 beforeme, Y �'1%, �/iiL- C ,hU i n lJ Date ' ^ Here Insert Name and Title of the Offic r V personally appeared �(t t 1[L Ir2E s 1—t . V )M2Q Name(s) of Signer(s) C�1',I 1 ,I who proved to me on the basis of satisfactory evidence to be the persors)'Whose nam (s))J6/ re� subscribed to the within instrument and acknowledged to me that —he/she the executed the same in him/f� /their',authorized capacit (ies),,, and that by BHRIZA CAMACHO __hi.s/.her_ ei signatureO on the instrument the '" Commission # 1998315 = "-� z perso(rs or the entity upon behalf of which the a Notary Public -California a persorlt) acted, executed the instrument. i `ns•� ' Orange County My Comm. Expire8 Nov 16, ?Otfi 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. i Signature. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document,,-,� Title or Type of Document: t_� �`rW�� �� ' aL Y � Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporat Office — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signers Name: ❑ Corporate- fficer — Title(s): ❑ Individual ❑ Partner — ❑ Limited`&General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator i�Qqther: Signer Is Representing: © 2010 National Notary Association - NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 PHILADELPHIA INSURANCE COMPANIES A Member of the Toldo Marine Group Subdivision Bond Labor & Material SUBDIVISION BOND Bond No. PB0301041982 Premium included in Performance Bond KNOW ALL MEN BY THESE PRESENTS: That TSG-Parcel 1, LLC. a Delaware limited liability company, as Principal, and Philadelphia Indemnity Insurance Company, a corporation organized and existing under the laws of the State of Pennsylvania and authorized to transact surety business in the State of California, as Surety are held and firmly bound unto City of Newport Beach in the sum of Five Million Seven Hundred Twenty-eight Thousand Eight Hundred Sixty-five Dollars and 00/100 ($ 5,728,865.00), for the payment whereof, well and truly to be made, said Principal and Surety bind themselves, their heirs, administrators, successors and assigns, jointly and severally, firmly by these presents. The condition of theforegoing obligation is such that, whereas the above -bounden Principal has entered into a contract, dated 10 , 20 1), with the City of Newport Beach to do and perform the following work, to wit: Improvements for Tract No. 17763 - 2A NOW, THEREFORE, if the above -bounden Principal shall pay all contractors, subcontractors, laborers, materialmen and other persons employed in the performance of the aforesaid contract, then this obligation shall be void; otherwise to remain in full force and effect. SIGNED, SEALED, DATED: March 11, 2015. i;i Attorney om c5irtiic- TSG-Parcel 1, LLC, a Delaware limited liability company (Principal) (Seal) By: (Surety) A , Attorney -In -Fact (Seal) Philadelphia Consolidated Holding Corp. • Philadelphia Indemnity Insurance Company • Philadelphia Insurance Company • Maguire Insurance Agency, Inc. 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 MAR 1 12015 before me, M. Barreras (Here insert name and title of the officer) personally appeared Janina Monroe who proved to me on the basis of satisfactory evidence to be the personw whose name(G) is/Am subscribed to the within instrument and acknowledged to me that heilshe/RW executed the same in hiGifher/tWr authorized capacity0esk and that by idsWher/tom signature(* on the instrument the person*, or the entity upon behalf of which the person(* acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. M. BARRERAS WITNESS m hand and official seal. < . , Commission # 2048208 = y Z . • Notary Public - California Z Orange County My Comm. Expires Nov 5, 2017 Notary Pu tic Signature (Notary Public 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 CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) W Attorney -in -Fact ❑ Trustee(s) ❑ Other 2016 %arsiori v,.r✓;.fJolaryrlasses.con, 80Ct 87 -9bb:) INSTRUCTIONS FOR COMPLETING THIS FORM This form conninhes ivith current California statutes regarding notary irordrng and, ifneeded, should be completed and attached to the docionent. Acknohredgentsfn•ont other states may he connpleied.for docunnents being sent to that state so long as fine hording does not require the California nosy to violate California natany lair. • State and County infoomnation must be the Slate and Conlin, 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 die 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 limns (i.e. lie/shc/the>` is de+e ) or circling the correct forms. Failure to correctly indicate dais 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 snmdgcs, 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 infomtation is not required but could help to ensure this acknowledgnnent 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, Secretory). • Securely attach this document to the signed document with a staple. .I 2196 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd.. Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA 1NDEMNI I' INSURANCE COMPANI' (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES_ LLC Its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25,000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the V day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attomey(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And. be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFDC D BY ITS AUTHORIZED OFFICE THIS 7TH DAY OF FEBRUARY 2013. On this 7 s day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PBE ADELPHIA INDEMNITY INSURANCE COMPANY: that the seal affixed to said instrument is the Corporate seal of said Company: that the said Corporate Seal and his signature were duly affixed. COMMMWEALaH D^r PE NNSYLVAKA NOTARIALSRL DANIGLIE PDRATH, Notary PUNC l.ovue; t�erimt T _Mon Ctw Gorsu�simM�-d8 201 Notary Public: (Notary Seal) residing at: Bala Cynwyd_ PA My commission expires: March 22.2016 1, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary ofPHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D. O'Lean, Jr., who executed the Power of Attomey as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHR ADELPHIA INDEMNITY INSURANCE COMPANY, MAR 1 1 2015 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 20 Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHII ADELPHIA INDEMNITY INSURANCE COMPANY CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California n County of r1 On 3 ' before me, Date Here Insert Name and Title of the Offic r personally appeared who proved to me on the basis of sati. fact evidence to be the persons whose namz� subscribed to the within art trument and acknow edged to me that_ -he/she they executed__,the same in his/her- , eir. authorize ��pacity,(ies), and that by BHRIZA CAMACHO signaturdl?J/on the instrument the iris/he%s)ted, Commission # 1998315 perso the entity upon behalf of which the Notary Public - California D persoexecuted the instrument. Orange County My Comm. Expires Nov 16, 2016 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_offi.cial seal. Signat Place Notary Seal Above \�----� ignature•oY otary-Publ OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached D�Fument Title or Type of Document: Document Date: Number of Pages: J ) Other Than Named Above: ty,(ies) Claimed by Signer(s) Signer's Name ❑ Corporate Offic�r. — Title(s): ❑ Individual ❑ Partner — ❑ Limite�Eli ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corp ro ae Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limit ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Spryer Is Representing: 0 2010 National Notary Association • National Notary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine Group BOND NO. PB03010401982 WARRANTY / MAINTENANCE BOND Premium included in Performance Bond KNOW ALL MEN BY THESE PRESENTS: That, TSG-Parcel 1, LLC. a Delaware limited liability company, as Principal and Philadelphia Indemnity Insurance Company, a corporation organized and existing under the laws of the State of Pennsylvania and authorized to transact business in the State of California (hereinafter called "Surety"), as Surety, are held and firmly bound unto City of Newport Beach, as Obligee, hereinafter called Obligee, in the amount of Five Hundred Seventy-two Thousand Eight Hundred Eighty-six and 50/100 Dollars ($572,886.50), for the payment of which, well and truly to be made, we bind ourselves, our heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. Whereas, the above bounden Principal has entered into a certain written contract with the above named Obligee, providing for construction of certain subdivision improvements for Tract No. 17763 - 2A in the City of Newport Beach, State of California; and WHEREAS, said work has been or will be completed by Principal. NOW, THEREFORE, if said Principal shall promptly replace and repair any work proven to be defective because of faulty workmanship and/or material within a period of one (1) year from date of acceptance of the work by the Obligee, then this obligation to be void; Otherwise to remain in full force and effect. Signed, Sealed and Dated this 11th day of March ;icy - m-ney Om ollrl ils 2015. TSG-Parcel 1, LLC, a Delaware limited liability company (Principal) (Seal) By: CCU Philadelphia Indemnity Insurance Company (Surety) (Seal) By: Philadelphia Consolidated Holding Corp. • Philadelphia Indemnity Insurance Company • Philadelphia Insurance Company • Maguire Insurance Agency, Inc. 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 MAR 1 1 2015 before me, M. Barreras (Here insert name and fifle of the officer) personally appeared Janina Monroe who proved to me on the basis of satisfactory evidence to be the personw whose name(s) is/Am subscribed to the within instrument and acknowledged to me that ke/she/t executed the same in kis/her/their authorized capacity0eaX and that by JtWher/tom signature* on the instrument the person*, or the entity upon behalf of which the person(* acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. M. BARRERAS lip Commission # 2048208 WITNESS my hand and official seal. z Notary Public - California Z Orange County My Comm. Expires Nov 5, 2017 Notary Pub Ic Signature (Notary Public 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 CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer It e ❑ Partner(s) 5d Attorney -in -Fact ❑ Trustee(s) ❑ Other 2015 V2r ipri V. /i•t.NGiBr)'CIdSB@S.CU ri h0U e':' 986 - 4 INSTRUCTIONS FOR COMPLETING THIS FORM This form complies ❑•ith current California statures regarding notaq wording and, ifneeded, should be completed and attached to the docmnent. Acknohredgents fi-ont other states nrap be completed,jor documents being sent to that state so long as fire wording does not require the California notary to violate California notary lmr. • State and County inf'omiation must be the State and County "here the document signer(s) personally appeared belbre the notary public for acknowledgment. • Date of notarization must be the date that the signcr(s) personally appeared which must also be die sane 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/*-ey, is /ere ) or circling the correct forms. Failure to correctly indicate this infomhation 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 u different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional infomhation 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 ai'pages and date. Indicate the capacity claimed by the signer. It' the claimed capacity is it corporate officer. indicate the. title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple. 2197 PHILADELPHIA INDEMNITY' INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITYINSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania. does hereby constitute and appoint: JANINA MONROE- THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25,000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I' day of July_ 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attomey(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and an), such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFDCED BY ITS AUTHORIZED OFFICE THIS 7m DAY OF FEBRUARY 2013. On this 7'e day of February 2013, before me came the individual who executed the preceding instrument, to me personally known_. and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY_: that the seal affixed to said instrument is the Corporate seal of said Company that the said Corporate Seal and his signature were duly affixed. mmwmWEALTHOFFENN VAWA NOTARIAL SfAt DAMP rMen'EFORATH,NotaryPcou Lower6rVeriatTwp hton Cou Co'tussW EIS mikth 201 Notary Public: residing at: Bala Cynwyd PA (Notary Seal) My commission expires: March 22.2016 1, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attomey as President. was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, MAR 1 1 2U In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 20 Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of1�1()�,r� On before me, l �t VI ZL_ CCU ICALh, G , n Date Here Insert Name and Title of the Officer BHRIZA CAMACHO Commission #r 1998315 Notary Public -California .a a z ':�'''' . Orange County My Comm. Expires Nov 16, 2016 CIVIL CODE § 1189 who proved to me on the basis of satsfacto evidence to be the persgh(s)i whose naM are subscribed to the within instrument and acknowledge to me t a ��/sh fhe '' execut the same in his/her-/t i ahorized pacity ies and that by hisfher/t ei signatur�n the instrument the person or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature -:- Place Notary Seal Above ignatafe—of NotaryPublic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: �iU�� Yam' �i I 1 ti t �lf� } C� Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: C� Corporate Officer — Title(s): ❑ Indivi.(oual El Partner — Limited ❑ General Top, ElAttorney in Fact El Trustee El Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: _ Signer's Name: \❑ Corporate Officer — Title(s): I ❑ Corporate - ❑ Partnol ❑ Limited ❑ General ❑ Attorney in Fait" ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 0 2010 National Notary Association " National Notary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 PHILADELPHIA INSURANCE COMPANIES A Member of the Toldo Marine Group Subdivision Bond Labor & Material SUBDIVISION BOND Bond No. PB0301041983 Premium included in Performance Bond KNOW ALL MEN BY THESE PRESENTS: That TSG-Parcel 1, LLC. a Delaware limited liability company, as Principal, and Philadelphia Indemnity Insurance Company, a corporation organized and existing under the laws of the State of Pennsylvania and authorized to transact surety business in the State of California, as Surety are held and firmly bound unto City of Newport Beach in the sum of Nine Hundred Five Thousand Three Hundred Sixty-seven and 00/100 Dollars ($905,367.00), for the payment whereof, well and truly to be made, said Principal and Surety bind themselves, their heirs, administrators, successors and assigns, jointly and severally, firmly by these presents. The condition of the foregoing obligation is such that, whereas the above -bounden Principal has entered into a contract, dated 1 D , ZM , with the City of Newport Beach to do and perform the following work, to wit: Landscape Improvements for Tract No. 17763 — 213 NOW, THEREFORE, if the above -bounden Principal shall pay all contractors, subcontractors, laborers, materialmen and other persons employed in the performance of the aforesaid contract, then this obligation shall be void; otherwise to remain in full force and effect. SIGNED, SEALED, DATED: March 11, 2015. TSG-Parcel 1, LLC, a Delaware limited liabilitv compan (Principal) (Seal) By. i Philadel hia Indemnity Insura e_Company (Surety) /) 1 (Seal) By: Monroe, n-Fact Philadelphia Consolidated Holding Corp. • Philadelphia Indemnity Insurance Company • Philadelphia Insurance Company • Maguire Insurance Agency, Inc. 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 MAR 1 1 2015 before me, M. Barreras ( ere insert name and title of the officer) personally appeared Janina Monroe who proved to me on the basis of satisfactory evidence to be the personw whose name(s) is/Am subscribed to the within instrument and acknowledged to me that [sue/she/fir executed the same in kis/her/their authorized capacityoesX and that by tWher/mix signature(* on the instrument the person*, or the entity upon behalf of which the personal 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. M.BARRERAS WITNESS my hand and official seal. commission # 2048208 -: Notary Public - California z Z Orange County D My Comm. Expires Nov Nckary Public Signature (Notary Public 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 CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) 56 Attorney -in -Fact ❑ Trustee(s) ❑ Other "015 Version V"w-vd.Notaly'2lasses.cull, 600 8' Pb'��- INSTRUCTIONS FOR COMPLETING THIS FORM This form complies irith current California stalufes regarding notari, wording and, ijneeded, should be completed and attached to the document. Acknohredgents -orn other states may be completed.jor documents being sent to that state so long its file wording does not require the California notary to violate California notary Imr. • State and County infionnation 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/they is /ere ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • lbe notary seal impression must be clear and photographically reproducible. hnpression 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 ofiice 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 clauned capacity is it corporate ol9icer, indicate the. title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple. 2201 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attorney(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25,000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I" day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7TH DAY OF FEBRUARY 2013. �927 (Seal) Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 7°i day of February 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. COMM2pLVff.ALM OF PEMN6 WAhaA NOTARIAL SEAL DE PNotary Lower Marion Twp., MontgomerY COuntY M Cammiasiun Marrh 7.2, m Notary Public: (Notary Seal) residing at: Bala Cynwyd, PA My commission expires: I, Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, AR 1 M 2015 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of " 20 . Craig P. Keller, Executive Vice President, Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY 1927 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of CIVIL CODE § 1189 On before me, Date Were Insert Name and Title of the Officer �— personally appeared Cl d_IFP Na (s)of, eI Oelr(s) who proved to me on the basis of satisfacto evidence to be the perso (s) hose nam (s) re-) subscribed to the within ' strument and ackno edge to met . the execu the same in BHRIZA CAMACHO .hWhe their authorized apaci ies), and that by .,•.," Commission # 1998315-h.is/h / i signatu e(s ' on the instrument the a=`� ' Notary Public - California i perso r the entity upon behalf of which the z Y_ Z °' ' orange County D perso (s) a ted, executed the instrument. My Comm. Expires Nov 16, 2016 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 an - icia`seal. Signature. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Docun)ent Title or Type of Document: SA t .L & Document Date: Number of Pages: Signer(s) Other Than Named Above: Sig ity(ies) Claimed by Signer(s) Name: ❑ Corpo to Officer — Title(s): ❑ Individual ❑ Partner — ❑ L ited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(sZ: ❑ Individual ❑ Partner — ❑ Limit ❑ General Top of thumb here ❑ Attorney in Fa ❑ Trustee ❑ Guardi or Conservator ❑■ Is Representing © 2010 National Notary Association • National Notary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine Group Subdivision Bond Faithful Performance SUBDIVISION BOND Bond No. PB03010401983 Premium $13,581.00 / 2 Years KNOW ALL MEN BY THESE PRESENTS: That TSG-Parcel 1, LLC. a Delaware limited liability company, as Principal, and Philadelphia Indemnity Insurance Company, a corporation organized and existing under the laws of the State of Pennsylvania and authorized to transact surety business in the State of California , as Surety are held and firmly bound unto City of Newport Beach in the sum of Nine Hundred Five Thousand Three Hundred Sixty-seven and 00/100 ($ 905,367.00) for the payment whereof, well and truly to be made, said Principal and Surety bind themselves, their heirs, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THE OBLIGATION IS SUCH THAT: WHEREAS the above Named Principal has entered into an agreement, dated, Z�( with the City of Newport Beach to do and perform the following work, to wit: Landscape Improvements for Tract No. 17763 — 213 NOW, THEREFORE, if the above -bounden Principal shall well and truly perform the work referred to in such agreement, then this obligation shall be void; otherwise to remain in full force and effect. IN WITNESS WHEREOF, the seal and signature of said Principal is hereto affixed and the corporate seal and the name of the said Surety is hereto affixed and attested by its duly authorized Attorney in Fact at Irvine, California this 11th day of March, 2015. --- a. IL'- ���� � rle, C: hFA o �111 f it TSG-Parcel 1, LLC, a Delaware limited liability company (Principal) (Seal) By: Philadel hia-lndemr)i Insur-ange Company urety)/ "--,A (Seal) By: Monroe, -Attorney -In -Fact Philadelphia Consolidated Holding Corp. • Philadelphia Indemnity Insurance Company • Philadelphia Insurance Company • Maguire Insurance Agency, Inc. 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 } M. Barreras On MAR 1 1 2015 before me, , (Here insert name and fitle of the officer) personally appeared Janina Monroe who proved to me on the basis of satisfactory evidence to be the person(W whose names) is/Am subscribed to the within instrument and acknowledged to me that ke/she/thW executed the same in kis/her/their authorized capacity0as.X and that by idsitther/ice signature(* on the instrument the person*, or the entity upon behalf of which the persons;* acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. M.BARRERAS -. Commission #r 2048208 WITNESS my hand and official seal. i Notary Public - California zZ = Orange County I WVM Comm. Expires Nov 5, 2017 2)�p Notary Public Signature (Notary Public 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 CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) 5a Attorney -in -Fact ❑ Trustee(s) ❑ Other 20iy Veision v,^Jv;.NoiaryClasses.cuii Mir INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding nolai, wording and, it needed, should he completed and attached to the document. Acknohredgents from other slates mail he completed,jor documents being sent to that state so long as the wording does not require the Caltfhrnia notary to violate California notary late. • State and County inlbnnation must be the State and County where the document signer(s) personally appeared before the notary public for acknowledguncnt. • Date of notarization must be the date that the signer(s) personally appeared which must also be due 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 it 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 1'orns by crossing off incorrect fonns (i.e. 4e/shc/t4tey,,- is /ere ) 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 fonn. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional infonnatimu is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Op Indicate title or type of attached document, number of'pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is it corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple. 2198 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd.. Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNI t' INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attomey(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25,000.000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I' day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attomey(s) in Fact and authorize the Attomey(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto, and (2) to remove, at any time, any such Attomey-in-Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile_ and any such Power of Attomev so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFD[ED BY ITS AUTHORIZED OFFICE THIS 7"' DAY OF FEBRUARY 2013. On this 7h day ofFebruary 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY: that the seal affixed to said instrument is the Corporate seal of said Company: that the said Corporate Seal and his signature were duly affixed. cW mMWHALTH OFPEN-VLVAtAA NOTARIALS'rAt _.� DAMP I EPORATH, NottalyyyPu�lc S 'M'0 Counti 4A.LLrC,.�Z M��i Z201 � Notary Public: (Notary Seal) residing at: Bala Cvnwvd_ PA My commission expires: L Craig P. Keller, Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY_ do herby certif}, that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attomey as President, was on the date of execution of the attached Power of Attomey the duly elected President of PHILADELPMA INDEMNITY INSURANCE COMPANY, MAR 1 1205 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of .20 Craig P. Kellen—EExxeeec'u`tive Vice President Chief Financial Officer & Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of LJV 1 iC On'3. before me,'1V17.�� Date pH�ere Insert Name and Title of the �� Y t. personally appeared lJU► lCl,{�� QPO—C Na e(s) of Si ner(s) who proved to me on the basis of satisfactoDL evidence to be the persons) whose na (s is are subscribed to the within' trument and acknowledged to me that faefs ey xecut the same in hislhg authorize apaci ies and that by BHRIZA CAMACHO b�ktesignatur (s on the instrument the Commission 1998315 a =a Notary Public California > perso the entity upon behalf of which the Z�' "} orange County perso ,ed, executed the instrument. My Comm. Expires Nov 16, 2016 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 fiett-seal. Signatur Place Notary Seal Above Signa ure o Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached D cument Title or Type of Document: �G Ct`� L� i�e.0 Document Date: Number of Pages: ner(s) Other Than Named Above: Racity(ies) Claimed by Signer(s) Name: ❑ Corpo to Officer — Title(s): [IIndividual ❑ Partner — ❑ Li ited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited El Attorney in Fact ❑ Trustee ❑ Guar ' n or Conservator ❑ err: Signer Is Representing eneral Top of thumb here © 2010 National Notary Association - NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 PHILADELPHIA INSURANCE COMPANIES A Member of the To➢do Marine Group BOND NO. PB03010401983 WARRANTY / MAINTENANCE BOND Premium included in Performance Bond KNOW ALL MEN BY THESE PRESENTS: That, TSG-Parcel 1, LLC. a Delaware limited liability company, as Principal and Philadelphia Indemnity Insurance Company, a corporation organized and existing under the laws of the State of Pennsylvania and authorized to transact business in the State of California (hereinafter called "Surety"), as Surety, are held and firmly bound unto City of Newport Beach, as Obligee, hereinafter called Obligee, in the amount of Ninety Thousand Five Hundred Thirty-six and 70/100 Dollars 90 536.70), for the payment of which, well and truly to be made, we bind ourselves, our heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. Whereas, the above bounden Principal has entered into a certain written contract with the above named Obligee, providing for construction of certain subdivision improvements for Tract No. 17763 - 2B in the City of Newport Beach, State of California; and WHEREAS, said work has been or will be completed by Principal. NOW, THEREFORE, if said Principal shall promptly replace and repair any work proven to be defective because of faulty workmanship and/or material within a period of one (1) year from date of acceptance of the work by the Obligee, then this obligation to be void; Otherwise to remain in full force and effect. Signed, Sealed and Dated this 11th day of March 2015. TSG-Parcel 1, LLC, a Delaware limited liability company (Principal) (Seal) By: AS Tr) `71511TIRIP," Phil ChMc3�I��I� Insurance Attorney -in -Fact (Seal) Philadelphia Consolidated Holding Corp. • Philadelphia Indemnity Insurance Company • Philadelphia Insurance Company • Maguire Insurance Agency, Inc. 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 MAR 1 12015 before me, M. Barreras , ere insert name and tile of the o icer personally appeared Janina Monroe who proved to me on the basis of satisfactory evidence to be the personw whose nameQs) is/ subscribed to the within instrument and acknowledged to me that he/she/ executed the same in kis/her/their authorized capacity4esX and that by idsAer/thak signature(* on the instrument the person*, or the entity upon behalf of which the personal 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. M. BARRERAS # 2048208i Commission WITNESS my hand and official seal. CommZ wyNotary Public -California D = Orange County x)� 'e I - M Comm. Expires Nov 5, 2017 --------------- No ary Public Signature (Notary Public 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 CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer It e) ❑ Partner(s) lj� Attorney -in -Fact ❑ Trustee(s) ❑ Other ,QI!) Version v,,v/,v.Nolaryrlasses. cut rt 800 87 -4bb5 INSTRUCTIONS FOR COMPLETING THIS FORM This font complies with current California statutes regarding notary wording and, ifneeded, should be completed and attached to the document. Acknohredgents.jrom other states nail be compleied,jor documents being sent to that slate so long as the wording does not require the California notary in violate Califonnia notay lair. • State and County inl'ornation 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 Ole same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission tbllowed by a comma and dice 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 limns by crossing oft' incorrect fbi ms (i.e. he/sheiihey, is /we ) or circling the correct forms. Failure to correctly indicate this information may lead to resection 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 fort. • 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 with a staple. 2200 PHILADELPBIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd.. Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHU ADELPHIA INDEMNTTI' INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint: JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES, LLC Its true and lawful Attomey(s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof issued in the course of its business and to bind the Company thereby, in an amount not to exceed $25,000.000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the V day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attomey(s) in Fact and authorize the Attomey(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attomey-in-Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or. undertaking to which it is attached. IN TESTIMONY WHEREOF_ PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7rn DAY OF FEBRUARY 2013. Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 7h day of February 2013, before me came the individual who executed the preceding instrument, to me personally known; and being by me duly swom said that he is the therein described and authorized officer of the PB L ADELPBIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. COMm=WEAL.TH 0FPEtJN9YL1[ANfA Tt6TARIALSML MMMRdRATH, Namry"15 Pubft Ictn�DANP wesMe I Twp Mon CWMCorumssim Eat MmYt1 2{!t i Notary Public: (Notary Seal) residing at: Bala Cynwyd_ PA My commission expires: March 22.2016 L Craig P. Keller. Executive Vice President, Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect. 1 do further certify that Robert D. O'Leary Jr., who executed the Power of Attorney as President, was on the date of execution of the attached Power ofAttorney the duly f elected President oPHILADELPHIA INDEMNITY INSURANCE COMPANY, MAR 1 1 2015 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 20 Craig P. Keller, Executive Vice President Chief Financial Officer & Secretary PHILADELPBIA INDEMNITY INSURANCE COMPANY CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of On � � � 9_' ) before me, h r� 6Ac Date _ Here Ipgert Name and Title of the Officer personally appeared V J UAk(, _tr YU f l . � V L 1C�OrtT Nam �(�)fgners) who proved to me on the basis of sb(sial cgre evidence to be the perso (s) whose nam subscribed to the within instkfinent and acknowledged to me t t -he,/-she/Pheyexecut the same in his/her/ authorizpacit iedh s and that by BHRIZA CAMACHO hki dher eir signatur� on the instrument the Commission # 1998315 perso ( or the entity upon behalf of which the Notary Public - California z s cted, executed the instrument. z "' a' Orange County ' perso ) My Comm. Expires Nov 16.2016t 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 d-offieiA seal. J Signat Place Notary Seal Above ignature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document _ Title or Type of Document: �� '( ,W 12L N � C� i f I utuL.LL P' �'X j c Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Sidner's Name: ❑ CoT orate Officer — Title(s): ❑ Individu ❑ Partner — E ited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signe Name: ElCorpora f — Title(s): ❑ Individual ❑ Partner — ElLimite General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 0 2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 McDonald, Cristal Subject: FW: Tract Map 17194 & 17763 W—I 0-M J � From: McDonald, Cristal Sent: Thursday, March 26, 2015 3:00 PM To: Keely, David Cc: Brown, Leilani; Reyes, Raymund; Delorme, Lucie Subject: Tract Map 17194 & 17763 All original bonds - Since PW will be releasing the necessary bonds pursuant to Councils authorization and the agreements, PW will need to seek the original bonds from our office at the appropriate times. The scanned versions of the bonds will be inclusive in the Laserfiche file but when you are ready to release you will need the originals. Please note that the Charter requires the City Clerk maintain all official bonds which is why we will maintain the originals until you are ready to release. Upon release, PW will also need to provide us with the letter releasing the bonds. Upon a recorded tract map, can you please direct me once it is in Laserfiche so I can add the copy to our Council tract map file? 3. Once both agreements are fully executed, I will need you to fill out the appropriate dates on the bonds. Feel free to let me know if you have any questions. Cristal.