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Sutter Mitland 01, LLC Faithful Performance TM31822-2 TM5214562 Community Development Department J FAITHFUL PERFORMANCE BOND FOR RECREATION FACILITIES, LANDSCAPE AND IRRIGATION IMPROVEMENT AGREEMENT CITY OF MENIFEE, STATE OF CALIFORNIA (Government Code Section 66499.1) FOR LANDSCAPE: Bond No: TM5214562 1 —Year Maintenance: $848.40 Tract/Parcel Map No. 31822-2 Total Cost Estimate: $36,997.44 Other Project No. PP 2018-123 The following to be completed by the Applicant: Surety: The Guarantee Company of North America USA Principal: Sutter Mitland 01 LLC Address: One Town Square, Suite 1470 Address: 3200 Park Center Drive, Suite 1000 City/State: Southfield, M! City/State Costa Mesa, CA Zip Code: 48076 Zip Code: 92626 Phone: 248-281-0281 Phone: 714-200-1609 WHEREAS, the City of Menifee, State of California, and, Sutter Mitland 01 LLC, (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreement(s) whereby principal agrees to install and complete the described landscape, including any additional landscape materials, related to (Tract/Parcel) Tract 31822-2, Destry Drive Streetscape a HOA Maintained Landscape Area within Audie Murphy Ranch Specific Plan (as shown on Exhibit L of Plot Plan No. 2018-123), which agreement(s) is/are hereby referred to and made a part hereof; and, WHEREAS, said principal is required under the terms of said agreement(s) to furnish bond(s) for the faithful performance of said agreement(s); NOW,THEREFORE,we the principal and The Guarantee rwnpanyof North America USA as surety, are held and firmly bound unto the City of Menifee in the penal sum of THIRTY SIX THOUSANDS,NINE HUNDRED NINTY-SEVEN DOLLARS AND FOURTHY FOUR CENTS 36 997.44 . lawful money of the United States, for the payment of which sum will and truly be made, we bind ourselves, our heirs, successors, executors and administrators,jointly and severally, firmly by these presents. The condition of this obligation is such that if the above bonded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City of Menifee, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. G FAITHFUL PERFORMANCE BOND FOR RECREATION FACILITIES, LANDSCAPE AND IRRIGATION IMPROVEMENT AGREEMENT The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of this agreement or to the work to be performed there under or the specifications accompanying the same shall in anywise affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition. Surety further stipulates and agrees that the provisions of Section 2845 of the Civil Code and commencement of construction are not conditions precedent to surety's obligations hereunder and are hereby waived by surety. IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on November 5th 2018 NAME OF PRINCIPAL: Sutter Mitland 01 LLC AUTHORIZED SIGNATURE(S): By: Name: DAVID E. BARTLETT Title: Vice President (IF CORPORATION, AFFIX SEAL) NAME OF SURETY: The Guarantee Company of North America USA AUTHORIZED SIGNATURE: t4lrlj�A ' _- Its Attorney-in-Fact Title Debra Watterson, Attorney-In-Fact. (IF CORPORATION, AFFIX SEAL) ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPALAND ATTORNEY-IN-FACT. A notary public or other officer completing this certificate verified 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 ) ss. COUNTY OF On C7 Q'Cr� �O) 2018�b,e�yfore me, Danielle Monique Mass Notary Public, personally appeared 1l t . ►-�J1C' +2, who proved to me on the basis of satisfactory evidence to be Oe persorTE& whose name} as are s bseribed to the within instrument and acknowledged to me that hOslieltheylexecuted the same in hi herltheir authorized capacity and that by his herltheir signatureN on the instrument the persodl 4 or the entity Upon behalf of which the persa4Q 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. DANIELLE MONIQUE M055 Ll Notary Public-California x Notary Public G� a Orange County Commission#2254683 My Comm.Expires Aug 17,2021 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 Michigan County of Oakland ) On 11/5/2018 before me, Lora O'Brien (insert name and title of the officer) personally appeared Debra Watterson 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. LamOBden Notary Public,State of Michigan County of Oakland My Commission Expires April 21,2024 Signature (Seal) Acting In Oakland County o rien rHt The Guarantee Company of North America USA GUARANTEE0 Southfield, Michigan POWER OF ATTORNEY NOW ALL BY THESE PRESENTS:That THE GUARANTEE COMPANY OF NORTH AMERICA USA, a corporation organized and existing under the laws of the State of Michigan,having its principal office in Southfield, Michigan,does hereby constitute and appoint Debra Watterson,Edward G.Woods, Kathleen Runestad, Lora O'Brien,Sara Schrauben,Jeffrey Jubera, Katie Coalson,Edward DeVries, Dwight Teter The Guarantee Company of North America USA its true and lawful attorney(s)-in-fact to execute,seal and deliver for and on its behalf as surety,any and all bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof,which are or may be allowed,required or permitted by law,statute,rule,regulation,contract or otherwise. The execution of such instrument(s)in pursuance of these presents,shall be as binding upon THE GUARANTEE COMPANY OF NORTH AMERICA USA as fully and amply,to all intents and purposes,as if the same had been duly executed and acknowledged by its regularly elected officers at the principal office. The Power of Attorney is executed and may be certified so,and may be revoked,pursuant to and by authority of Article IX,Section 9 03 of the By-Laws adopted by the Board of Directors of THE GUARANTEE COMPANY OF NORTH AMERICA USA at a meeting held on the 31"day of December,2003. The President,or any Vice President,acting with any Secretary or Assistant Secretary,shall have power and authority: 1 To appoint Attorney(s)-in-fact, and to authorize them to execute on behalf of the Company, and attach the Seal of the Company thereto, bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof;and 2 To revoke,at any time, any such Attorney-in-fact and revoke the authority given,except as provided below 3 In connection with obligations in favor of the Florida Department of Transportation only, it is agreed that the power and authority hereby given to the Attorney-in-Fact includes any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts required by the State of Florida Department of Transportation It is fully understood that consenting to the State of Florida Department of Transportation making payment of the final estimate to the Contractor and/or its assignee,shall not relieve this surety company of any of its obligations under its bond. 4. In connection with obligations in favor of the Kentucky Department of Highways only, it is agreed that the power and authority hereby given to the Attorney-in-Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner—Department of Highways of the Commonwealth of Kentucky at least thirty(30)days prior to the modification or revocation. Further,this Power of Attorney is signed and sealed by facsimile pursuant to resolution of the Board of Directors of the Company adopted at a meeting duly called and held on the 6th day of December 2011,of which the following is a true excerpt: RESOLVED that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, contracts of indemnity and other writings obligatory in the nature thereof, and such signature and seal when so used shall have the same force and effect as though manually affixed. IN WITNESS WHEREOF,THE GUARANTEE COMPANY OF NORTH AMERICA USA has caused this instrument to be signed and 0,MTce� its corporate seal to be affixed by its authorized officer,this 111 day of March,2018. THE GUARANTEE COMPANY OF NORTH AMERICA USA STATE OF MICHIGAN Stephen C.Ruschak,President&Chief Operating Officer Randall Musselman,Secretary County of Oakland On this 1st day of March,2018 before me came the individuals who executed the preceding instrument,to me personally known,and being by me duly sworn, said that each is the herein described and authorized officer of The Guarantee Company of North America USA; that the seal affixed to said instrument is the Corporate Seal of said Company;that the Corporate Seal and each signature were duly affixed by order of the Board of Directors of said Company. Cynthia A Takai IN WITNESS WHEREOF, I have hereunto set my hand at The Guarantee t Notary Public,State of Michigan r��,•u,• _ ry 9 Company of North America USA offices the day and year above written. County of Oakland My Commission Expires February 27,2024 �/ Acting in Oakland County 1, Randall Musselman,Secretary of THE GUARANTEE COMPANY OF NORTH AMERICA USA,do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney executed by THE GUARANTEE COMPANY OF NORTH AMERICA USA,which is still in full force and effect. IN WITNESS WHEREOF,I have thereunto set my hand and attached the seal of said Company this 5th day of November 2018 ,.PK Randall Musselman,Secretary THE GUARANTEE COMPANY OFNORTHAMERICA USA Home Office,Southfield,Michigan STATUTORYBALANCE SHEET December 31,2017 ASSETS Cash and Short-Term Investments $78,963,167 Marketable Securities 144,488,213 Premium and Agents Balances(under 90 days) 4,351,703 Reinsurance Receivable on paid losses 419,972 Accrued Interest and Dividends 1,129,133 Net Deferred Tax Asset 537,875 Other Assets 637,702 Total Admitted Assets $230,527,765 LIABILITIES Reserve for Losses and Loss Adjustment Expenses $ 8,727,339 Unearned Premium Reserve 19,582,956 Accrued Expenses 3,281;062 Ceded Reinsurance Premiums Payable 1,091,893 Taxes,Licenses and Fees Payable 255,235 Federal Income Tax Payable 313,424 Funds Held 6,762,987 Other Liabilities 562,521 Total Liabilities 40,577,417 CAPITAL AND SURPLUS Common Stock and Paid-In Capital $144,020,970 Surplus 45,929,378 Total Policyholders' Surplus $189,950,348 Total Liabilities,Capital and Surplus $230,527,765 State of Michigan County of Oakland Stephen C.Ruscbak being duly sworn,says: That he is the President&COO of The Guarantee Company of North America USA;that said company is a corporation duly organized,existing,and engaged in business as a surety by virtue of the laws of the State of Michigan,and bas duly complied with all the requirements of the laws of said state applicable to said company and is duly qualified to act as surety under such laws;that said company has also complied with and is duly qualified to act as surety under the Act of Congress of July 30,1947,as amended(6 U.S.C.6-13);that the foregoing is a full,true and correct statement of the financial condition of said company on the 31 n day of December 2017. Sworn to before me this 5th day of March 2018. f Stephen C.ltuscha4 President&COO Cynthia A.T'akal Notary Public,State of Michigan County of Oakland My Commisslon Expires February 27.2024 Acting in Oakland County AGREEMENT FOR LANDSCAPE IMPROVEMENTS This AGREEMENT FOR LAN SCAPE IMPROVEMENTS ("Agreement") is made and entered into as of the a 0 day of MIW 201)0, by and between the CITY OF MENIFEE, a California municipal corporation, C`CiVl) and SLITTER MITLAND 01 LLC, a Delaware limited liability company ("Landowner"). WITNESSETH L. Landowner, for and in consideration of the approval of a minor plot plan to install and maintain all landscape, including any additional landscape materials, related to Tract 31822- 2, Destry Drive Streetscape a HOA-Maintained Landscape Area (as shown on Exhibit L of Plot Plan No. 2018-123) (the "Property), agrees, at Landowner's own cost and expense, to furnish all labor, equipment, and material necessary to perform and complete all landscape, as it relates to the landscape and irrigation improvements, Landowner also agrees that it shall maintain for a period of twelve (12)months after its Building Permit has been issued or as otherwise required by City's Community Development Director in a good and workmanlike manner, all those landscape and irrigation improvements in accordance with those landscape and irrigation plans for the development of said entitlement which have been approved by City's Community Development Director, and are on file in the Office of the City of Menifee Community Development Department, and to do all work incidental thereto in accordance with the standards set forth in Menifee Municipal Code Chapter 9.86 and Menifee Municipal Code Chapter 15.04, which are expressly made apart of this Agreement, which are attached hereto as Exhibit L to this Agreement. All of the Landscape shall be done under the inspection of and, to the satisfaction of City's Community Development Director and shall not be deemed complete until approval of the final inspection is made by City's Community Development Director. The estimated cost of the landscape installation and one year maintenance is THIRTY SIX THOUSANDS, NINE HUNDRED NINTY SEVEN DOLLARS AND FOURTHY FOUR CENTS 636,997.44). 2. Landowner agrees to pay to City the actual cost of such inspections of the Landscape area as may be required by City's Community Development Director. Landowner and City further agree that if suit is brought upon this Agreement or any security guaranteeing the completion of the landscape area, all reasonable costs, expenses, and fees incurred by City in successfully enforcing such obligations shall be paid by Landowner including reasonable attorneys' fees, and that upon entry of judgment, such costs, expenses, and fees shall be taxed as costs and included in any judgment rendered. 3. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), Landowner shall defend (with legal counsel reasonably acceptable to City), indemnify, and hold free and harmless City and City's agents, officers, and employees, (each, an "Indemnitee") from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of Landowner or any officers, agents, employees, representatives, or subcontractors of Landowner [collectively, the "Landowner Entities"]), expense, and liability of every kind, nature, and description (including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) that arise out of� pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Landowner, any of the Landowner Entities, anyone directly or indirectly employed by either the Landowner or Landowner Entities, or anyone that the Landowner or Landowner Entities control (collectively, the "Liabilities'), in connection with the implementation of this Agreement. Such obligation to defend, hold harmless, and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the sole negligence or willful misconduct of such Indemnitee. 4. Landowner hereby grants to City, and to any agent or employee of City, the irrevocable permission to enter upon the Property for the purpose of inspecting the landscape area or determining compliance with this Agreement. This permission shall terminate in the event that Landowner has completed the Landscape area within the time specified or any extension thereof granted by City's Community Development Director, and upon the City's Community Development Director's final approval of the landscaped area. 5. Landowner agrees at all times, up to the completion and written approval of the Landscape area work by City's Community Development Director, to give good and adequate warning to the traveling public of each and every dangerous condition caused by the landscape area, and to protect the traveling public from such defective or dangerous conditions. 6. Landowner, or its agents and employees, shall give notice to City's Community Development Director at least forty-eight (48) hours before beginning the landscape area work. Furthermore, Landowner shall provide City's Community Development Director with any and all information or any other materials, deemed reasonably necessary by the Community Development Director or its designee, to allow the City's Community Development Director or its designee the ability to monitor, assess, and inspect the progress and manner of the landscape area work, 7. Landowner shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the landscape area work. Landowner shall not hire or employ any person to perform work within City or allow any person to perform the required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Landowner employees, contractors, and subcontractors. It is understood that it is the responsibility of Landowner to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations (`DIR') pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Landowner and all Landowner Entities shall obtain and maintain a City of Menifee business license. Landowner shall require the same of all contractors and subcontractors. 8. If Landowner, or its agents or employees, neglects, refuses, or fails to prosecute the Landscape area with such diligence as to insure its completion within the specified time, or within such extensions of time as have been, or may be, granted by City's Community Development Director, or if Landowner violates, neglects, refuses, or fails to perform satisfactorily any of the provisions of the plans and specifications, Landowner shall be in default of this Agreement and notice in writing of such default may be served upon Landowner. City's Community Development Director shall have the power to terminate all rights (granted by TR31822-2-2 and/or Plot Plan 2018-123) of Landowner due to such default. The determination of City's Community Development Director of the question as to whether any of the terms of this Agreement or the plans and specifications have been violated or have not been performed satisfactorily shall be conclusive upon Landowner, and any and all parties who may have any interest in this Agreement or any portion thereof. No delay or omission in the exercise of any right or remedy by City shall impair such right or remedy or be construed as a waiver. City's consent or waiver of one act or omission by Landowner shall not be deemed to constitute a consent or waiver of City's rights with respect to any subsequent act or omission by Landowner. Any waiver of any default shall be in writing. The foregoing provisions of this Section shall be in addition to all rights and remedies available to City under law. 9. Prior to the date this Agreement is executed, Landowner agrees to file with City good and sufficient security as provided in subsections (1), (2), and (3) of subdivision (a) of Section 66499 of the Government Code in any amount not less than the estimated cost of the Landscape area for the faithful performance of the terms and conditions of this Agreement, except that when the estimated cost of said work is $2,500 or less, the security shall be a deposit of cash or its equivalent as determined acceptable by City's Building Director. Landowner further agrees that if the security is a bond and if the sureties on the faithful performance bond or the amount of said bonds in the opinion of City's Community Development Director becomes insufficient, Landowner agrees to renew each and every bond or bonds with good and sufficient sureties or increase the amount of said bonds, or both, within ten (10) days after being notified by City's Community Development Director that the sureties or amounts are insufficient. Notwithstanding any other provision herein, if Landowner fails to take such action as is necessary to comply with said notice, Landowner shall be in default of this Agreement unless all required work is completed within ninety (90) days of the date on which City's Community Development Director notifies Landowner of the insufficiency of the sureties or the amount of the bonds or both. 10. It is further agreed by and between the parties hereto, including the surety or sureties on the bonds or the issuers of any instruments or letters of credit securing this Agreement, that, in the event it is deemed necessary to extend the time of completion of the Landscape area contemplated to be done under this Agreement, extensions of time may be granted from time to time by City's Community Development Director either at his/her option or upon request of Landowner, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on said bonds. Landowner further agrees to maintain the aforesaid bond or bonds or the issuance of any instruments or letters of credit in full force and effect during the term of this Agreement, including any extensions of time as may be granted thereon. 11. Upon the satisfactory completion and written approval of the Landscape area by City's Community Development Director, the entire amount of the security shall be released or returned by City to Landowner. 12. This Agreement shall be binding upon Landowner and its heirs, executors, administrators, successors, or assigns, all and each both jointly and severally. 13. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 14. It is understood and agreed by the parties hereto that if any part, term, or provision of this Agreement is held to be unlawful and void, the validity of the remaining portions shall not be a$ected and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular part, term, or provision held to be invalid. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof 15. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 16. Landowner shall not discriminate in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. 17. The laws of the State of California shall govern this agreement. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in aU.S. District Court, venue shall he exclusively in the Central District of California, in Los Angeles. 18. The person(s) executing this Agreement on behalf of the parties hereto warrant that (a) such party is duly organized and existing, (b) they are duly authorized to execute and deliver this Agreement on behalf of said party, and (c) by so executing this Agreement, such party is formally bound to the provisions of this Agreement. 19. Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: To City: City of Menifee Community Development Department 29714 Hann Road Menifee, CA 925 84 To Landowner: Sutter Mitland 01 LLC 3200 Park Center Drive #1000 Costa Mesa, CA 92626 [signatures on following page] IN WITNESS WHEREOF, Landowner and City have executed this Agreement as of the date and year first above written. Sutter Mitland 01 LLC (`landowner") Dated: B ll� Y (Signature for President or other Category 1 Officer) (Print Name) I D-E B-RTLETT Vice President (Title) Dated: By 10;�7�4C (Signature for Secretary or other C gory 2 Officer) (Print Name) KRICHAR17 T:WHITNEY- Chief Financial Officer (Title) CITY OF MENIFEE Dated: By Cheryl itzerow Community Develop t Director Approved as to Form: 1 T.A- eC ity Atto A notary public or other officer completing this certificate verified 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 0C U( ss. On `C �C� , 2018, before me, Danielle M ni ue Moss Notary Public, personally appeared ' rV C who proved to me on the basis of satisfactory evidence to be the perso s whose name is r 'subscribed o the within instrument and acknowledged to me that he/she he executed the same in hislher ietr authorized capacity yes and that by his/her hey sigma#ure�on #�e instrument the person or the entity upon behalf of whicli-the personQ 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. DANIELLE MONIQUE MOSS Notary PubUt•Callfornla ,�� ] Orange County sE 'G Commhslon N 2254683 Notary Public My Comm.Expires Aug 2022 rY