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HomeMy WebLinkAboutC-6073 - Subdivison Agreement for Tract No. 17194SUBDIVISION AGREEMENT BY AND BETWEEN THE CITY OF NEWPORT BEACH AND TAYLOR MORRISON OF CALIFORNIA,LLC FOR TRACT NO. 17194 THIS AGREEMENT ("Agreement") is entered into this JI* day of 61( 201�'by and between CITY OF NEWPORT BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Taylor Morrison of California, LLC, hereafter referred to as "SUBDIVIDER." RF('.ITAI WHEREAS, SUBDIVIDER is the owner of a tract of land in CITY, which it is seeking to subdivide into lots and to make certain private and public improvements for the completion of 24 single family condominium residences, and is about to file with CITY a map of the tract of land known as Tract No. 17194; and As a condition of the approval of and prior to the recordation of this subdivision map, SUBDIVIDER is required to complete the extension of Neptune Avenue; provide two public access points; provide WQMP and infrastructure to accommodate drainage; install street trees and adjustments to sidewalk located at Seashore Drive; utility (sewer, water, and dry utilities); curb and gutter„ and to perform certain other improvements in the subdivision; and SUBDIVIDER desires to enter into an agreement with CITY to delay performance of certain portions of the work; to agree to perform this work as herein provided; and to execute and deliver to CITY bonds for the faithful performance of this agreement, for the payment of all labor and material in connection therewith, and for the guarantee and warranty of the work for a period of one (1) year following completion and acceptance thereof against any defect in work or labor done, or defective materials furnished, as required by Sections 66499 and 66499.3 of the California Government Code, and Chapter 19.36.030 Improvement Security (66499 et seq.) of the City's Municipal Ordinance. 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 11 SUBDIVIDER hereby agrees to do and perform and pay for all of the work in said tract 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, including excavation, paving, curbs, gutters, sidewalks, parking spaces, trees and landscaping; sewers, including construction of main lines and lot laterals and structures; street lights; street signs; and domestic water systems, including the construction of water mains, services and installation of meters, storm drain, dry utilities (SCE, gas, Cable TV, Telephone, etc.) and public park, paseo, 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 two (2) years from the date hereof,unless the conditions of approval of the subdivision map require an earlier completion date, or the CITY and SUBDIVIDER enter into a written agreement to extend this time based on good cause unless the conditions of approval of the subdivision map require an earlier completion date. All labor and material bills therefore shall be paid solely by SUBDIVIDER. CITY may withhold all occupancy permits until completion of all these improvements. 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 Council 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 Council accepts the work as complete or during the one (1) year guarantee period, the improvement plans prove to be 2of11 inadequate in any respect, SUBDIVIDER shall make whatever changes, at its own cost and expense, as are necessary to accomplish the work as promised. 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 and relocation of existing utilities required by the conditions of approval. 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 Council. 7. IMPROVEMENT SECURITY 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 HUNDRED SIXTY NINE THOUSAND FIVE HUNDRED EIGHTEEN DOLLARS and 00/100 ($669,518.00), which is one hundred percent (100%) of the estimated cost of the work. SUBDIVIDER shall present such additional security 3of11 in the form of: Cash, certified check, or cashier's check. X Acceptable corporate surety bond. Acceptable irrevocable letter of credit. With this security, SUBDIVIDER guarantees performance under this Agreement and maintenance of the work for one (1) year after its completion and acceptance against any defective workmanship or materials or any unsatisfactory performance. B. For Labor and Material: Security in the amount of SIX HUNDRED SIXTY NINE THOUSAND FIVE HUNDRED EIGHTEEN DOLLARS and 00/100 ($669,518.00), 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 one (1) year after 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. 8. 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 SUBDIVDER's performance of the improvements required hereunder; or for 4of11 damage to property from any cause arising from the performance of the improvements by SUBDIVIDER, or its subcontractors, or its workers, or anyone employed by either of them. SUBDIVIDER shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from SUBDIVDER'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 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 SUBDIVDER's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of SUBDIVIDER, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require SUBDIVIDER to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims 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 5of11 Work by SUBDIVIDER or its agents. To the extent authorized by law, as much of the money due SUBDIVDER 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. 9. INSURANCE Any insurance required by the City pursuant to any permit issued to City including but not limited to, any encroachment permits, shall be obtained by SUBDIVIDER. The requirement for carrying the insurance coverage shall not derogate from SUBDIVIDER'S defense, hold harmless and indemnification obligations as set forth in 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. 10. NONPERFORMANCE AND COSTS If SUBDIVIDER fails to complete the work within the time specified in this Agreement, and subsequent extensions, if any, or fails to maintain the work, CITY may proceed to complete and/or maintain the work by contract or otherwise, and SUBDIVIDER agrees to pay all costs and charges incurred by CITY (including, but not limited to: engineering, inspection, surveys, contract, overhead, etc.) immediately upon demand. SUBDIVIDER hereby consents to entry on the subdivision property by CITY and its forces, including SUBDIVDERs, 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. 11. RECORD MAP 6of11 In consideration hereof, CITY shall allow SUBDIVIDER to file and record the Final Map for the Subdivision. 12. 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: City of Newport Beach ATTN: Director of Public Works 100 Civic Center Drive Newport Beach, CA 92660 13. CONSENT TO SUBDIVIDER: Taylor Morrison of California LLC 100 Spectrum Center Dr. #100 Irvine, CA 92618 When CITY'S consent/approval is required under this Agreement, its consent/ approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 14. MODIFICATION AND ASSIGNMENTS No waiver, modification of any language in this Agreement or assignment shall be valid unless in writing and duly executed by both parties. 15. CITY APPROVALS The City Manager of the City of Newport Beach is hereby authorized, on behalf of the City, to sign all documents necessary and appropriate to carry out and implement this Agreement and to administer the City's obligations, responsibilities and duties to be performed under this Agreement. 16. SECTION HEADINGS 7of11 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 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 or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 19. IMMIGRATION SUBDIVIDER shall be responsible for full compliance with the immigration and 8of11 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 In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 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. 24. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 9of11 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 respecting the subject matter hereof. [SIGNATURES ON NEXT PAGE] 10 of 11 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, EY'S OFFICE Date: '31 I21 l S BY�3� wv� Aaron C. Harp City Attorney ATTEST: 1 F/ Date: I By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date. B Edward Selich Mayor SUBDIVIDER: Taylor Morrison of California.LLC Date: By: Marta Flores Vice President 11 of 11 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California rn County of On , AAA 'r; Date 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. W. CORDI Commisslon #► 2088325 Notary Public - Callfornia D Orange County Comm. Ex Tres Oct 31, 2018 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_ oz&oji Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ 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.NationaiNotary.org - 1-800-US NOTARY (1-800-876-6827) Item#5907 WRITTEN ACTION OF THE MANAGER OF TAYLOR MORRISON OF CALIFORNIA, LLC [Appointment of Marta Flores] THE UNDERSIGNED, being the sole manager ("Manager") of Taylor Morrison of California, LLC, a California limited liability company (the "LLC"), consents to and adopts the following resolutions as the actions of the Manager of the LLC: WHEREAS, as California statutes do not require, the Manager did not further memorialize such actions with written minutes of a meeting. RESIGNATION OF AUTHORIZED AGENT RESOLVED that effective as of December 12, 2012 and concurrent with the appointment below, MARTA FLORES is hereby removed as an Authorized Agent of the LLC. APPOINTMENT OF OFFICER RESOLVED that effective as of December 12, 2012, MARTA FLORES is appointed as Vice President of the LLC to serve in such capacity until her successor is duly elected and qualified, or until her earlier resignation, removal from office or death. RESOLVED FURTHER that it is within the scope of authority of the President or any Vice President to execute documentation on behalf of the LLC, including without limitation, contracts, bonds, applications and agreements for utilities, subdivision performance agreements, development agreements and permits, any and all documents to convey real and personal property, California Department of Real Estate applications and related documentation, as well as any and all documents required in connection with development, entitlement and construction. RESOLVED FURTHER that all such acts, transactions, or agreements undertaken prior hereto by the above newly appointed officers in connection with the foregoing matters (if any) are hereby ratified and confirmed. RESOLVED FURTHER, that this written consent may be executed in multiple counterparts, each of which shall be deemed an original, but together shall constitute the same instrument; and facsimile signatures herein shall be given the same legal force and effect as original signatures. RESOLVED FURTHER, that the LLC's Secretary is hereby directed to place these resolutions in the LLC's minute book. IN WITNESS WHEREOF, the undersigned have given their consent to the foregoing resolutions as of the 12th day of December 2012 (the "Effective Date"). MEMBER: TAYLOR MORRISON OF CALIFORNIA, LLC, a Californ i ited liability company By: Stepiien J: Wethor Its: Manager Liberty Mutual. SURETY Bond Number: 024060626 KNOWALL MEN BYTHESE PRESENTS, that we SUBDIVISION BOND Taylor Morrison of California, LLC Interchange Corporate Center 450 Plymouth Road, Suite 400 Plymouth Meeting, PA 19462-1644 Ph. (610) 832-8240 , as principal (the "Principal"), and Liberty Mutual Insurance Company, a Massachusetts stock insurance company, as surety (the "Surety"), are held and firmly bound unto of Newport Beach sum of Six Hundred Sixty Nine Thousand, Five Hundred Eighteen as Obligee (the "Obligee"), in the penal Dollars ($ 669,518.00 for the payment of which sum well and truly to be made, the Principal and the Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has proposed to make certain improvements (the "Contract") described as follows: Echo 56, Tract 17194 WHEREAS, the Obligee has approved said improvements upon the execution and delivery of this bond. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, if the Principal shall promptly and faithfully complete said improvements in accordance with the present standard specification of the Echo 56 Project, 5515 River Avenue, Newport Beach, CA - Tract 17194 then this obligation shall be null and void; otherwise, it shall remain in full force and effect. PROVIDED AND SUBJECTTO THE CONDITIONS PRECEDENT: 1. No right of action shall accrue upon or by reason hereof, to or for the use or benefit of any person other than the Obligee named herein; furthermore, this Bond cannot be assigned absent the express written consent of the Surety. 2. The Surety's liability hereunder shall be commensurate with the extent of the building development that has taken place in the subdivision. 3. Notwithstanding any other provision of this bond or the Contract, or otherwise, the Surety is not responsible for and shall not be held liable to the Obligee for any hazardous waste removal and the Surety shall not be held liable to, or in any other respect be responsible to, the Obligee by way of indemnity, claims or otherwise, or to any public authority or to any other person, firm or corporation, for or on account of any fines or claims by any public authority or for bodily injury or property damage to any person or thing, including, but not limited to, injury or damage due to the release or threat of release of hazardous substances of any kind or damage to real estate or to the environment or clean-up costs to other damages of whatever kind or nature arising out of any act of commission or omission by the Principal, the Principal's agents, servants, employees, subcontractors or suppliers or any other person in connection with the performance of the Contract. This limitation applies regardless of when any such fine is assessed, claim is made, or injury, damage, release or threat of release occurs and without regard to any term or condition of the Contract. 4. The Surety hereby waives notice of any alteration or extension of time made by the Obligee. 5. Any claims must be presented in writing to Liberty Mutual Insurance Company to the attention of The Surety Law Department at the address indicated above. DATED as of this 20th day of February WITNESS / ATl-EST: a.�Pr ROB AS TO "�Rm; LMIC-540 �� k,i� A', homey 3/#1( 20 15 Taylor Morrison of California, LLC (Pr' al) / B _ �'f/� (Seal) Xame: 0/ 4trieS k - IS91d6- Title: W. P. LIBERTY MUTU INSURANCE COM ANY (Surety) By: t (Seal) rney.ir act Bett L. Tolentino Rev. 03/04 •RNIA ALL-PURPOSE ACKNOWLEDGMENT•D 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 11t ) On Qy before me, tit/ ),-di (D to ___ —I Here Insert Name an itle of the Officer 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. W. COROt CMM$lon i 2088325 Notuy Public - CNUornN Oren" County MY Comm. EXPIres Oct 31. 2018 + LOW - 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 — Wbnl�' Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ 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: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 ,.a _a .A _ A .A 9f �a .a _at�trlf�f�f�f_a _af�9if_af�f_A�_a Cf�f.a�2 Qaf�•_a _a _a _a _a _a _A _A _A .A _A _af_a _a _a _A _af�<_ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Francisco On FEBRUARY 20, 2015 before me, Date personally appeared Betty L. Tolentino Janet C. Rojo, Notary Public Here Insert Name and Title of the Officer 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. 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. JANET C. ROJO COMM. #2041020 Signature NOTARY PUBLIC-CALIFORNIA Signature of Notary Public (L SAN FRANCISCO COUNTY R, My Comm. Expires Oct. 9, 2017 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ 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 I-1 Other: Signer Is Representing: "�4'y4 "✓C�,i -c/."✓. "�4�. �`'i:C•_/..-.•� � �. "y:�.:'✓�-✓5 •✓SLR.:'✓ -✓.�,.' 4'✓G"e,."r' 'er 'ei4�ei5�•✓ .� �y �J �r>ti 02014 National Notary Association - www.Nationa[Notary.org - 1-800-US NOTARY (1-800-876-6827) Item#5907 THIS POWER OF ATTORNEY IS NOT V"' ID UNLESS IT IS PRINTED ON RED BACKG'--"UND. This F+awer of Attorney limits the acts of those name An, and they have no authority to bind the Company excel, ae manner and to the extent herein stated. Certificate No. 6764531 American Fire and Casualty Company Liberty Mutual Insurance Company The Ohio Casualty Insurance Company West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That American Fire & Casualty Company and The Ohio Casualty Insurance Company are corporations duly organized underthe laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and WestAmerican Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Betty L. Tolentino- Brian F. Cooper; Janet Q. Roio; K. Zerounian• Kevin Re; M. Moody; Maureen O'Connell; Robert Wrixon; Susan Hecker• Vircinia L. Black all of the city of San Francisco , state of CA each individually if there be more than one named, its true and lawful attomey-in-fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 29th day of October ° 2014 American Fire and Casualty Company The Ohio Casualty Insurance Company Liberty Mutual Insurance Company West merican Insurance Company By: STATE OF PENNSYLVANIA ss David M. Care)( Assistant Secretary COUNTY OF MONTGOMERY On this 29th day of October , 2014 , before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of American Fire and Casualty Company, Liberty Mutual Insurance Company, The Ohio Casualty Insurance Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written. By: Teresa Pastella , Notary Public This Power ofAttomey is made and executed pursuant to and by authority of the following By-laws and Authorizations ofAmerican Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE IV —OFFICERS— Section 12. Power of Attorney. Any officer or other official of the Corporation authorized forthat purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under the provisions of this article may be revoked at time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE All — Execution of Contracts — SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attomeys-in- fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Gregory W. Davenport, the undersigned, Assistant Secretary, of American Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attomey executed by said Comoanies, is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 20thday of r r FEBRUARY 20 15 By. -- Gregory W. Davenport, Assistant Secretary LMS_12873_122013 527 of 800 SUBDIVISION IMPROVEMENT BOND LABOR AND MATERIAL (CALIFORNIA) Bond 024060626 Included in Premium $ Performance Bond KNOW ALL BY THESE PRESENTS, That Taylor Morrison of California, LLC as Principal, and the Liberty Mutual Insurance Company a Corporation organized and existing under the laws of the State of MA and authorized to transact surety business in the State of California, as Surety, are held and firmly bound unto City of Newport Beach for the use and benefit of any and all persons entitled to file claim under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California, in the sum of Six Hundred Sixty Nine Thousand, Five Hundred Eighteen and No/100ths--- —------- ---- —----------------- —------- —----------------- —-------- —------- —--------- —------------------------- -- ($ 669,518.00 ) , 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 THIS OBLIGATION IS SUCH, That WHEREAS, the Principal entered into a certain Agreement or Contract with the Obligee, dated the 5- day of M &rGK 2 p 141' , wherein the Principal has agreed to complete the following improvements: Echo 56 Project, 5515 River Avenue, Newport Beach, CA - Tract 17194 as more fully set forth in said agreement. NOW THEREFORE, if the Principal shall pay all contractors, subcontractors, laborers, materialmen and other persons employed in the performance of the Agreement, for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, then this obligation shall be null and void; otherwise, to remain in frill force and effect. Provided, however: (1) That said Surety will pay the same in an amount not exceeding the amount hereinafter set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including attorney's fees, incurred by County (or City) in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered; (2) That the Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of said Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration or addition. (3) That the time for filing suit on this bond shall be limited to six (6) months from date of completion of said improvements as "completion" is defined under applicable sections of the Civil Code of The State of California. Signed and sealed this 20th day of Taylor Morrison of California, LLC S-0822/GE 10/99 February 2015 Liberty Mutual Insurance Company Surety By Betty olentino Attorney -in -Fact 790 The City Drive South, Suite 200 Oranoe. CA 92868 Address DP OVIE'D A IS TO A ttnrn av CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California Oyvrll C;ni inty of -(j 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. laW W C RDI Commltelon N 2088325 = C Notary Public - Cailfornia z z Orange County My Comm. Expires Oct 31, 201E 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 i Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator F-1 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: «. -. .< «.` 0,2014 National• • • • • . • • :11 • " :11 • •:45907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Francisco On February 20. 2015 Date personally appeared before me, Betty L. Tolentino Janet C. Rojo, Notary Public Here Insert Name and Title of the Officer 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. �d JANET C RO.JO g , - COMM. #2f14f020 ,� gq 'NOTARY PUBLIC-CALIFORNIAy SAN FRANCISC;O COUNTY 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. Sig tur�a e Sir1ature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ 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: TI•IIS POWER OF ATTORNEY IS NOT V ID UNLESS IT IS PRINTED ON RED BACKG"r1UND. Thi^ Rower of Attorney limits the acts of those namE ein, and they have no authority to bind the Company exce. 'he manner and to the extent herein stated. Certificate No. 6764539 American Fire and Casualty Company Liberty Mutual Insurance Company The Ohio Casualty Insurance Company West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: ThatAmerican Fire & Casualty Company and The Ohio Casualty Insurance Company are corporations duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and WestAmerican Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Betty L. Tolentino• Brian F. Cooper; Janet C. Rolo; K. Zerounian• Kevin Re; M. Moody Maureen O'Connell; Robert Wrixon; Susan Hecker; Virainia L. Black all of the city of San Francisco , state of CA each individually if there be more than one named, its true and lawful attomey-in-fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 29th day of October , 2014 STATE OF PENNSYLVANIA ss COUNTY OF MONTGOMERY American Fire and Casualty Company The Ohio Casualty Insurance Company Liberty Mutual Insurance Company West merican Insurance Company By: David M. Carey, Assistant Secretary On this 29th day of October , 2014 , before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of American Fire and Casualty Company, Liberty Mutual Insurance Company, The Ohio Casualty Insurance Company, and WestAmerican Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written. By: Teresa Pastella ,Notary Public This PowerofAttomey is made and executed pursuant to and by authority of the following By-laws and Authorizations ofAmerican Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and WestAmerican Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE IV— OFFICERS— Section 12. Power ofAttorney. Any officer or other official of the Corporation authorized forthat purpose in writing by the Chairman orthe President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE All — Execution of Contracts — SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman -or the president may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attomeys-in- fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Gregory W. Davenport, the undersigned, Assistant Secretary, of American Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attomey executed by said Companies, is in full force and effect and has not been revoked. February .20 15 By: Gregory W. Davenport, Assistant Secretary G O vN >'W N c EL 0 a CD aM o L 3cc OE aM N O O C r O -a 3 >= E N w M 0o 00 0 T- o WARRANTY BOND KNOW ALL MEN BY THESE PRESENTS: Bond No. 024060626-M That we, Taylor Morrison of California, LLC as Principal, and Liberty Mutual Insurance Company, a Corporation organized and existing under the laws of the State of MA and authorized to do business as a Surety in the State of California, as Surety, are held and firmly bound unto the City of Newport Beach as Obligee, in the amount of Sixty Six Thousand Nine Hundred Fifty One Dollars and 80/100ths ($66,951.80), good and lawful money of the United States of America, for the payment of which, well and truly to be made, we bind ourselves, our heirs, administrator, executors and assigns, jointly and severally, firmly by these presents. Signed and Sealed this 20th day of February, 2015. WHEREAS, the above bounded Principal has agreed to provide a One (1) year warranty for all workmanship at Echo 56, Tract 17194. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, That if the above bounded Principal shall well and truly keep, do and perform, each and every, all and singular, the matter and things provided in the one-year warranty and shall pay over, make good and reimburse to the above -named Obligee, all loss and damage which said Obligee may sustain by reason of failure or default on the part of said Principal, then this obligation shall be void; otherwise, to be and remain in full force and effect for a period of one (1) year from the date of Final Acceptance by Obligee. Taylor Morrison of California, LLC Principal Liberty Mutual Insurance Company S u rety By: Betty LT n o,Attorney-in-Fact - AtY .homey 3 � CALIFORNIA-. . •D 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 r� ) County of On ��'My7A before me, W, bit d t, n&!9 v / e i V, _ Here Insert Name and —title of the Officer 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. W. COI Com-m-Is-sion-F20-88-32-5- i -s Notary Public - California Z Orange County M Comm. Expires Oct 31, 2018 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 Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ 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 .cam ........... .:�..:� .:�, _a _a _aN_a._�f_a�<_�t�t_A t_m,<_�f.s� c1<T2_c�f_c�f_s�f_c�•_c�;_c� _sid✓_.� _� _cam _ate .sue .c� .cam _a<_.� _.� _.� _s. _sue .aa A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Francisco On FEBRUARY 20, 2015 Date before me, Janet C. Rojo, Notary Public personally appeared Betty L. Tolentino Here Insert Name and Title of the Officer 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. JANET C. ROJO CoMm' #2041020 NOTARY Pt 161.3D-GALIFORNIA 0 0. SAN F RANOSW COUNTY ?� Comm. Expiral Oct, 9,2017 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. Ignature ignature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Signer(s) Document Date: Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ 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 n Other: Signer Is Representing: '•✓4'✓ -••✓4�✓ �� '�4��-�4�.4'✓4�.4'✓4�.�•✓i•✓4'.v4'✓�4�.`✓. •-er y4\':4����/ ✓ �•✓G�ei•e yL. -`� -`iG_ THIS POWER OF ATTORNEY IS NOT V" `tD UNLESS IT IS PRINTED ON RED BACKGr")UND. "This Power of Attorney limits the acts of those name An, and they have no authority to bind the Company excel he manner and to the extent herein stated. Certificate No. 6764530 American Fire and Casualty Company Liberty Mutual Insurance Company The Ohio Casualty Insurance Company West American Insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That American Fire & Casualty Company and The Ohio Casualty Insurance Company are corporations duly organized underthe laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Betty L. Tolentino; Brian F. Cooper: Janet C. Rolo• K. Zerounian• Kevin Re• M. Moody Maureen O'Connell; Robert Wrixon; Susan Hecker; Virginia L. Black all of the city of San Francisco , state of CA each individually if there be more than one named, its true and lawful attomey-in-fact to make, execute, seal, acknowledge and deliver; for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 29th day of October , 2014 American Fire and Casualty Company The Ohio Casualty Insurance Company Liberty Mutual Insurance Company West American/ Insurance Company By:� David M. Care ; Assistant Secretary On this 29th day of October , 2014 , before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of American Fire and Casualty Company, Liberty Mutual Insurance Company, The Ohio Casualty Insurance Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. IN WITNESS WHEREOF, I have hereunto subscribed myname and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written. By: Teresa Pastella , Notary Public This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of American Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE IV — OFFICERS — Section 12. Power of Attorney. Any officer or other official of the Corporation authorized forthat purpose in writing by the Chairman orthe President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE All — Execution of Contracts — SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attomeys-in- fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Gregory W. Davenport, the undersigned, Assistant Secretary, of American Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attomey executed by said Companies, is in full force and effect and has not been revoked. day of FEBRUARY 20 15 By: Gregory W. Davenport, Assistant Secretary LMS_12873_122013 526 of 800 McDonald, Cristal Subject: FW: Tract Map 17194 & 17763 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 1. 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. 2. 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? 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.