2014/05/21 Menifee Development, LLC FY14/15 Fee credit reimbursement, Briggs Rd at McCall Blvd and Heritage Lake Rd at McCall Blvd PROJECT AGREEMENT
TRAFFIC SIGNAL IMPROVEMENTS
FOR FEE CREDIT/REIMBURSEMENT
(Briggs Road at McCall Boulevard and Heritage Lake Road at McCall Boulevard)
THIS PROJECT AGREEMENT(this "Agreement"), entered into this o�2 /s1-- day of
CmA , 2014, between the City of Menifee, a public subdivision of the State of California,
here referred to as the "County,"and Menifee Development, LLC,hereinafter referred to as
the"Developer."
RECITALS
WHEREAS,Developer presently owns a property,which has received development approval
from the County for Tracts 34406, 34406-1, 34406-2, 34406-3, 34406-4, 34406-5 and 34406-6,
collectively 817 single-family dwelling units, as shown on Exhibit A which is attached hereto and
incorporated herein(the "Property"); and
WHEREAS, as a condition of development of the Property, the Developer is required to
construct or cause to be constructed traffic signal improvements at the intersections of Briggs
Road/McCall Boulevard and Heritage Lake Road/McCall Boulevard(the"Project"), as shown and
described in Exhibit B which is attached hereto and incorporated herein, to partially mitigate
identified impacts resulting from the residential development of the Property; and
WHEREAS, the Board of Supervisors (the 'Board") of the County adopted Ordinance No.
659 as amended and Section 17 of the Riverside County Code establishing development impact fees
(respectively,the"Ordinance" and the"Developer Impact Fee")to be paid at the time a certificate of
occupancy is issued or upon final inspection, whichever occurs first: and
WHEREAS, Section 17 of the Ordinance provides general conditions under which a credit
against all or a portion of the Developer hnpact Fee may earned; and
WHEREAS, a component of the Developer Impact Fee is a stated dollar amount to be
utilized for the construction of traffic signal improvements within the unincorporated area of the
County; and
I
WHEREAS,the City of Menifee,upon incorporation or soon thereafter,adopted the County
of Riverside DIF to aid in an orderly transition subject to future program revisions;
WHEREAS, the Developer and County have negotiated that the Developer is eligible to
receive a credit or reimbursement for the actual cost of the project,but not to exceed$235,000 per
signal, as shown and described in Exhibit C which is attached hereto and incorporated herein to
Developer's construction of the Project; and
WHEREAS, the Developer and the City desire to enter into this Agreement to provide the
conditions under which the Developer is to construct or cause to be constructed the Project, to
establish the fee credit to be earned by the Developer,and the manner in which the fee credit is to be
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applied against the Development Impact Fee to be paid by the Developer upon the development of
the Property;
WHEREAS,this signal project is deemed eligible for fee credit or reimbursement based on
the criteria set out in Ordinance No. 659, Ordinance No. 748, and the policies and practices of the
County of Riverside Department of Transportation and adopted by the City of Menifee by reference.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration and the mutual promises
contained herein, it is agreed as follows:
Section 1. Purpose of the Agreement: Following execution of this Agreement, the
Developer shall cause, consistent with Sections 3 through 12, below, the Project to be designed,
engineered and constructed as if it had been constructed under the direction and supervision or under
the authority of the County,and upon acceptance of the Project by the City,the Developer will have
earned a fee credit in the dollar amount determined consistent with the provisions of this Agreement
that is to be applied against the Development Impact Fee to be paid for the development of the
Property.
Section 2. Definitions: Unless otherwise specifically defined in this Agreement, all
terms will have the meaning ascribed to them by the Ordinance.
Section 3. Preparation and Approval of Plans and Specifications:To the extent that it
has not already done so, the Developer shall cause plans and specifications (collectively, the
"Plans")to be prepared for the Project. The Developer shall obtain the written approval of the Plans
from the City. The Developer shall provide a copy of the Plans City Engineer for the City of
Menifee, or his/her designee (the "City Engineer").
Section 4. Duty of Developer to Construct:The Developer shall construct or cause to
be constructed the Project in accordance with the approved Plans approved by the City Engineer.
The Developer shall perform all of its obligations hereunder and shall conduct all operations with
respect to the construction of the Project in a good, workmanlike and commercially reasonable
manner, with the standard of diligence and care normally employed by duly qualified persons
utilizing commercially reasonable efforts in the performance of comparable work and in accordance
with generally accepted practices appropriate to the activities undertaken. Notwithstanding the
foregoing,nothing set forth in this Agreement shall be construed to require the Developer to perform
any work requiring a contractor's license, nor shall the Developer be deemed to be performing
construction services pursuant to this Agreement.
Section 5. Bid and Construction Requirements: In order to insure that the Project is
constructed as if it had been constructed under the direction and supervision,or under the authority
of, the City, the Developer shall comply with all of the requirements set forth in this Section.
(a) Prior to soliciting bids, the Developer shall submit a bid packet for review and
approval to the City Engineer. The contract for the construction of the Project shall be awarded to
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the responsible bidder submitting the lowest responsive bid for the Project after notice inviting
sealed bids is given as required for public works projects pursuant to any applicable provisions of
the California Public Contracts Code and the rules, regulations and policies of the City. Upon
opening of bids and prior to awarding the construction contract, the Developer shall submit the
lowest responsible bidder's bid to the City Engineer for review and approval,which approval shall
not be unreasonably withheld or delayed.
(b) The Developer shall require and the specifications,bid and contract documents shall
require all contractors, subcontractors,vendors, equipment operators and owner operators, in each
such case to the extent such individuals or entities are engaged to perform work on the Project, to
pay at least general prevailing wage rates to all workers employed in the execution of the contract,to
post a copy of the general prevailing wage rates at the job-site in a conspicuous place available to all
employees and applicants for employment, and to otherwise comply with applicable provisions of
the California Labor Code, the California Government Code and the California Public Contracts
Code relating to general prevailing wage rates as required by the specifications approved by the City
Engineer. The City has provided the Developer with copies of tables setting forth the general
prevailing wage rates, and the Developer hereby acknowledges receipt thereof.
(c) The Developer shall require each contractor, subcontractor, vendor, equipment
operator and owner operator,in each such case to the extent such individual or entity is engaged to
perform work on the Project,to provide proof of insurance coverage satisfying the requirements of
Section 11 (g)hereof throughout the term of the construction of the Project. Rather than requiring
its contractors to provide such insurance,the Developer may elect to provide the same for the benefit
of its contractors.
(d) Each contractor engaged to perform work on the Project shall be required to furnish
(i)labor and material payment bonds, and(ii)contract performance bonds,each in an amount equal
to 100% of the contract price naming the Developer and the City as obligees and issued by a
California admitted surety and a admitted surety insurer which complies with the provisions of
Section 995.660 of the California Code of Civil Procedure. All such bonds shall be in a form as
shown in Exhibit D. Rather than requiring its contractors to provide such bonds,the Developer may
elect to provide the same for the benefit of its contractors.
(e) The Developer shall comply, and shall cause each contractor,subcontractor,vendor,
equipment operator and owner operator, in each such case to the extent such individual or entity is
engaged to perform work on the Project, to comply, with such other requirements relating to the
construction of the Project as the City may impose by written notification delivered to the
Developer,to the extent legally required as a result of changes in applicable Federal, State or City
laws, rules or procedures.
(f) The Developer shall require,and the specifications,bid and contract documents shall
require,all contractors,subcontractors,vendors,equipment operators and owner operators,in each
such case to the extent such individuals or entities are engaged to perform work on the Project,to
submit certified weekly payroll records to the Developer for inspection by the City Engineer,and to
furnish certified payroll records to the City Engineer promptly upon request.
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(h) All change orders shall be reviewed and approved by the City Engineer for the
purpose of ensuring that they comply with Flood Control District or City standards,which review
and approval shall not be unreasonably withheld.
(i) At the time the Developer submits a"Notice of Intent"to commence construction as
set forth in Section 8 below, the Developer shall deposit with the City the estimated cost of
providing construction inspection for the Project, in an amount as determined and approved by the
City in accordance with Ordinance Nos. 671 and 749, including any amendments thereto, of the
City, based upon the bonded value of the Project.
The Developer shall provide proof to the City Engineer,at such intervals and in such form as
the City Engineer may require that the foregoing requirements have been satisfied as to the Project.
Section 6. NPDES Compliance. The Developer shall prepare and implement,or cause
to be prepared and implemented, a Stormwater Pollution Prevention Plan(SWPPP)in accordance
with the requirement of the State's National Pollutant Discharge Elimination System (NPDES)
General Permit for Stormwater Discharges Associated with Construction Activity(SWRCB Order
No. 99-08 DWQ) and any amendments thereto (the "General Permit"). The General Permit
regulates both stormwater and non-stormwater discharges associated with construction activities
required by this Agreement.
The SWPPP shall identify site specific "Best Management Practices" ("BMP's") to be
implemented during and after construction to control pollution of Stormwater runoff and receiving
waters. The identified BMP's shall include,but not be limited to, "good housekeeping"practices for
the "Construction Site" (which is defined to include not only the site on which the Project is to be
constructed but also any off site staging areas and material storage areas) such as establishing
stabilized construction access points, providing adequate sanitary/septic waste management,
designating vehicle and equipment cleaning/maintenance areas,employing proper material handling
and storage practices,maintaining adequate soil stabilization and erosion control practices to control
the discharge of pollutants from the Construction Site and any activities thereon. The SWPPP shall
also stipulate to an ongoing program for monitoring and maintenance of all BMP's.
The Developer shall be solely responsible throughout the duration of constructing the Project
for placing,installing,constructing,inspecting and maintaining all BMP's identified in the SWPPP
and amendments thereto and for removing and disposing of temporary BMP's.
The Developer shall become fully informed of and comply with the applicable provisions of
the General Permit, Federal, State and local regulations that govern the Developer's activities and
operation pertaining to both stormwater and non-stormwater discharges from the Construction Site
and any area of disturbance outside said Construction Site. The Developer shall, at all times,keep
copies of the General Permit, approved SWPPP and all amendments at the Construction Site, The
SWPPP shall be made available upon request of a representative of the SWRCB, San Diego
Regional Water Quality Control Board,or the United States Environmental Protection Agency. The
Developer shall,at reasonable times,allow authorized agents of the above referenced agencies,upon
the presentation of credentials to: (i) enter upon the Construction Site; (ii)have access to and copy
any records required to be kept as specified in the General Permit,(iii)inspect the Construction Site,
including any offsite staging areas or material storage areas and determine whether related soil
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stabilization and sediment control BMP's have been implemented and maintained,and(iv)sample or
monitor stormwater or non-stormwater runoff for purposes of ensuring compliance with the General
Permit.
The Developer shall be solely and exclusively responsible for any arrangements made
between the Developer and other property owners or entities that result in disturbance of land at the
Construction Site.
The Developer shall be responsible for all costs and for any liability imposed by law as a
result of the Developer's failure to comply with the requirements set forth in this Section,including
but not limited to, compliance with the applicable provisions of the General Permit and Federal,
State and local regulations. For the purpose of this Section,costs and liabilities include,but are not
limited to, fines, penalties and damages whether assessed against the City or the Developer,
including those levied under the Federal Clean Water Act and the State's Porter-Cologne Water
Quality Act.
Section 7. Licenses and Permits: City will grant the Developer any permit required
from it to allow for the construction of the Project. The form and content of said permit shall be in
form mutually acceptable to both the County and the Developer.
Section 8. Notice of Intent to Commence Construction. Not less than twenty (20)
Business Days prior to the date on which it intends to commence construction of the Project, the
Developer is to provide written"Notice of Intent"to the City Engineer. Construction of the Project
may not proceed until the City Engineer issues a"Notice to Proceed"to the Developer. The"Notice
of Intent" is to include the following documents:
(a) Copies of all Licenses and Regulatory Permits secured pursuant to Sections 6 and 7,
above, including a copy of the Notice of Intent("NOV) and waste discharge identification
number("WDID No.")received from the SWRCB pursuant to Section 6, above.
(b) Copies of the bonds required by Section 5(e), above.
(c) Construction Inspection Deposit required by Section 5(i), above.
(d) Duly executed irrevocable offer(s) of dedication to the public for flood control
purposes, including ingress and egress, for the rights of way deemed necessary by the
County for the construction, inspection, operation and maintenance of the Project.
(e) Preliminary reports of title dated not more than thirty (30) days prior to date of
submission for all property described in the irrevocable offer(s) of dedication.
(f) A complete list of all contractors and subcontractors to be performing work on the
Project, including the corresponding license number and license classification of each. On
said list, the Developer shall also identify its designated superintendent for construction of
the Project.
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(g) A construction schedule which shall show the order and dates in which the Developer
and the Developer's contractor proposes to carry on the various parts of work, including
estimated start and completion dates. As the construction progresses the Developer shall
update said construction schedule upon request.
(h) The final mylar plan and profile sheets for the Proj ect and assign their ownership to
the County, as appropriate, prior to the start of construction of the Project.
(i) Certificates of insurance and endorsements as required by Section 11,below.
Section 9. Inspection; Completion of Construction: The City Engineer shall have
responsibility for providing inspection of the work of construction of the Project to insure that the
work of construction is accomplished in accordance with the Plans approved by the City Engineer.
City personnel shall have access to the site of the work of construction at all reasonable times for the
purpose of accomplishing such inspection.
No later than ten business days after receiving notification from the County that the Project
has been constructed in accordance with the Plans, the Developer shall forthwith file with the
Riverside County Recorder a Notice of Completion pursuant to the provisions of Section 3093 of the
California Civil Code. The Developer shall furnish to the County a duplicate copy of each such
Notice of Completion showing thereon the date of filing with said County Recorder.
The Developer shall complete the construction of the Project and file the Notice of
Completion within three (3) years from the date of this Agreement, unless the Parties by mutual
consent agree to extend this deadline. If the Project has not been completed within said three (3)
years and an extension of time has not be requested, the Developer shall forfeit any and all traffic
signal fee credits and reimbursements for this Project.
Section 10. Maintenance of Facilities; Warranties: The Developer shall maintain the
Project in good and safe condition until its acceptance by the City. Prior to the acceptance of the
Project,the Developer shall be responsible for maintaining the Project in proper operating condition,
and shall perform such maintenance as the City Engineer reasonably determines to be necessary. As
of the date of acceptance,the performance bond provided by the Developer for the Project pursuant
to Section 5(e)hereof shall be reduced to an amount equal to 10%of the original amount thereof and
shall serve as a warranty bond to guarantee that the Project will be free from defects due to faulty
workmanship or materials for a period of 12 months from the date of acceptance, or the Developer
may elect to provide a new warranty bond or cash in such an amount. As of the date of acceptance
of the Project,the Developer shall assign to the City all of the Developer's rights in any warranties,
guarantees, maintenance obligations or other evidence of contingent obligations of third persons
with respect to the Project.
Section 11. Insurance Requirements:Without limiting or diminishing the Developer's
obligation to indemnify or hold the City harmless,the Developer shall procure and maintain or cause
to be maintained, at its sole cost and expense the following insurance coverages during the term of
this Agreement
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(a) Commercial General Liability: Commercial General Liability insurance
overage, including but not limited to,premises liability, contractual liability,products and
completed operations, explosion, collages, use of cranes, and other heavy equipment and
underground hazards,personal and advertising injury covering claims which may arise from
or out of Developer's performance of its obligations hereunder. Policy shall name by
endorsement the City and its special districts, respective directors, officers, City Council,
elected officials,employees, agents or representatives as Additional Insureds. Policy's limit
of liability shall not be less than$5,000,000 per occurrence combined single limit. If such
insurance contains a general aggregate limit,it shall apply separately to this Agreement or be
no less than two (2) times the occurrence limit.
(b) Vehicle Liability:Developer shall maintain liability insurance for all owned,
non-owned or hired vehicles in an amount not less than$2,000,000 per occurrence combined
single limit. If such insurance contains a general aggregate limit,it shall apply separately to
this Agreement or be no less than two (2)times the occurrence limit. Policy shall name by
endorsement the City,its special districts,their respective directors, officers,City Council,
elected officials, employees, agents or representatives as Additional Insureds.
(c) Worker's Compensation Insurance: Developer shall maintain Workers'
Compensation Insurance(Coverage A) as prescribed by the laws of the State of California.
Policy shall include Employers'Liability(Coverage B)including Occupation Disease with
limits not less than$1,000,000 per person per accident. Policy shall be endorsed to waive
subrogation in favor of the City,and if applicable,to provide a Borrowed Servant/Alternate
Employer Endorsement.
General Insurance Provisions - all lines:
(d) Any insurance carrier providing insurance coverage hereunder shall be
admitted to the State of California and have an A.M. Best rating of not less than an
ANIII (A:8) unless such requirements are waived, in writing, by the City Risk Manager.
(e) The Developer's insurance carrier(s)must declare its insurance deductibles or
self-insured retentions. If such deductibles or self-insured retentions exceed $500,000 per
occurrence such deductibles and/or retentions shall have the prior written consent of the City
Risk Manager before the commencement of operations under this Agreement. Upon
notification of deductibles or self-insured retentions which are deemed unacceptable to the
City, at the election of the City's Risk Manager, the Developer's carriers shall either:
(i) reduce or eliminate such deductibles or self-insured retentions as respects this Agreement
with the City, or (ii) procure a bond which guarantees payment of losses and related
investigations, claims administration, defense costs and expenses.
(f) The Developer shall cause their insurance carrier(s)to furnish the City with
(i) a properly executed original Certificate(s) of Insurance and certified original copies of
Endorsements effecting coverage as required herein;or(ii)if requested to do so orally or in
writing by the City Risk Manager,provide original certified copies of policies including all
Endorsements and all attachments thereto,showing such insurance is in full force and effect.
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(g) Further, said Certificate(s) and Endorsements to policies of insurance shall
contain the covenant of the insurance carrier(s)that it shall provide no less than thirty(30)
days written notice be given to the City prior to any material modification or cancellation of
such insurance. In the event of a material modification or cancellation of coverage, this
Agreement shall terminate forthwith,unless the City receives,prior to such effective date,
another properly executed original Certificate of Insurance and original copies of
Endorsements or certified original policies, including all endorsements and attachments
thereto evidencing coverages and the insurance required herein are in full force and effect.
Individual(s)authorized by the insurance carrier to do so on its behalf shall sign the original
endorsements for each policy and the Certificate of Insurance.
(h) The Developer shall not commence construction ofthe Improvements until
the City has been furnished original Certificate(s) of Insurance and certified original
copies of Endorsements or policies of insurance including all endorsements and any and
all other attachments as required in this Section.
(i) It is understood and agreed by the parties hereto and the Developer's
insurance company(s)that the Certificate(s)of Insurance and policies shall so covenant and
shall be construed as primary insurance, and the City's insurance and/or deductibles and/or
self-insured retentions or self-insured programs shall not be construed as contributory.
0) The Developer and contractors shall pass down the insurance obligations
contained herein to all tiers of subcontractors working under this Agreement and will require
all such subcontractors to name on their insurance policies by endorsement the City, its
special districts, their respective directors, officers, City Council, elected officials
employees,agents or representatives as Additional Insureds. Copies of such certificates and
endorsements shall be provided to the City. The minimum limits of liability required of all
tiers of subcontractors are $1,000,000 Combined Single Limit for Commercial General
Liability and$1,000,000 Combined Single Limit for Vehicle Liability Insurance.
Section 12. Ownership of Facilities:Notwithstanding the fact that a portion or all of the
Project may be constructed in dedicated street rights-of-way or on property that has been or will be
dedicated to the City,the Project shall be and remain the property of the Developer until acceptable
title thereto is conveyed to the City as provided herein. Acceptable title means title to land, or an
easement therein, delivered free and clear of all liens, taxes assessments, leases, easements, and
encumbrances,whether any such item is recorded or unrecorded,except those non-monetary items
which are reasonably determined by the City not to interfere with the intended use of the land and
the Project. Such ownership by the Developer shall likewise not be affected by any agreement that
the Developer may have entered into or may enter into with the City pursuant to the provisions of
the Subdivision Map Act, Section 66410 et seq. of the Code and the provisions of this Section shall
control.
Section 13. Fee Credit and Reimbursement for Construction Costs. The Developer
acknowledges that the Property is subject to a Developer Impact Fee of$420 per dwelling unit on
the 817 residential units resulting in a total traffic signal fee within Tentative Tract Maps 34406,
34406-1, 34406-2, 34406-3, 34406-4, 34406-5 and 34406-6 of$343,140. The Developer accepts
that this Agreement does not serve to estop the City from making adjustments to the Developer
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Impact Fee, by amending the Ordinance, consistent with State law. Finally, the Developer
acknowledges that the City Council will annually consider adjustments to the Developer Impact Fee,
including the traffic signal fee component, which address, at minimum, increases in the consumer
price index. Additionally, cash reimbursement is subject to availability and programming of funds
received by the City.
(a) Upon recordation of a Notice of Completion for the Project and acceptance of the
Project by the City Engineer, the Developer shall submit a billing to the County Engineer
requesting determination of the actual cost of the Project and the traffic signal fee credit.
The dollar amount of the earned fee credit cannot exceed the dollar amount stated in Exhibit
C. The Developer is to supply all documentation requested by the City Engineer in
determining the actual construction cost of the Project. The City Engineer is to use his best
efforts to determine the amount of the earned fee credit within thirty (30) calendar days of
receipt of the bill submitted by the Developer.
(b) The City Engineer will provide the Developer written notice,in the form of Exhibit E
attached hereto (the "Credit Notice") or as determined by the City Engineer, of the dollar
amount of the earned credit. If the dollar amount of the earned fee credit exceeds the dollar
amount of the traffic signal component of the Developer hnpact Fee that would otherwise be
due from the Developer (the "Fee Credit Excess"), the City Engineer will identify in the
Notice that the Fee Credit Excess will generate either: (i) a cash reimbursement to the
Developer or (ii) an earned fee credit to offset the traffic signal fee component of the
Developer Impact Fee required on another approved tract or parcel map to be developed by
the Developer. Once completed, the Credit Notice is to be executed and dated by the City
Engineer and the Developer. A copy of the Credit Notice will be provided to the City
Manager's Office who has responsibility for the administration of the Ordinance.
(c) If the dollar amount of the earned fee credit is less than the traffic signal fee
component of the Developer Impact Fee that would be due from the Developer, the Credit
Notice will so note and the amount of credit to be applied with each Development Impact
Fee payment on either a per unit or per acre basis will be identified.
Section 14. Representations, Warranties and Covenants of the Developer: The
Developer makes the following representations,warranties and covenants for the benefit of the City,
as of the date hereof and as of the date of the Payment Request is delivered to the City hereunder:
(a) Organization. The Developer represents and warrants that the Developer is a
limited partnership duly organized and validly existing under the laws of the State of
California,is in good standing under the laws of the State, and has the power and authority to
own its properties and assets and to carry on its business as now being conducted and as now
contemplated.
(b) Authority. The Developer represents and warrants that the Developer has the
power and authority to enter into this Agreement,and has taken all action necessary to cause
this Agreement to be executed and delivered,and this Agreement has been duly and validly
executed and delivered on behalf of the Developer.
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(e) Binding Obligation. The Developer represents and warrants that this
Agreement is a valid and binding obligation of the Developer and is enforceable against the
Developer in accordance with its terms,subject to bankruptcy,insolvency,reorganization or
other similar laws affecting the enforcement of creditors' rights in general and by general
equity principles.
(d) Completion of Project. The Developer covenants that it will use its
reasonable and diligent efforts to do all things that may be lawfully required of it in order to
cause the Project to be completed in accordance with this Agreement.
(e) Compliance with Laws. The Developer covenants that,while the Project is
owned by the Developer or required pursuant to this Agreement to be maintained by the
Developer,it will not commit,suffer or permit any of its agents,employees or contractors to
commit any act to be done in, upon or to the Project in violation in any material respect of
any law,ordinance,rule,regulation or order of any governmental authority or any covenant,
condition or restriction now or hereafter affecting the Property or the Project.
(f) Financial Records. Until the final acceptance of the Project,the Developer
covenants to maintain proper books of record and account for the Project and all costs related
thereto. The Developer covenants that such accounting books will be maintained in
accordance with generally accepted accounting principles, and will be available for
inspection by the City and the City Engineer,at any reasonable time during regular business
hours on two business days' prior written notice, subject to mutually acceptable
arrangements regarding the confidentiality of proprietary data.
(g) Permits. The Developer covenants that it will obtain all governmental or
other permits required to proceed with the construction of the Project and that it will pay all
fees relating thereto. The Developer and the City mutually represent and warrant to each
other that to their actual knowledge, as of the date hereof, there is no material legal
impediment to the Developer's proceeding with and completing the construction of the
Project.
Section 15. Representations,Warranties and Covenants of County: City makes the
following representations, warranties and covenants for the benefit of the Developer:
(a) Authority. City represents and warrants that City has the power and authority
to enter into this Agreement,and has taken all action necessary to cause this Agreement to be
executed and delivered, and this Agreement has been duly and validly executed and
delivered on behalf of City.
(b) Binding Obligation. City represents and warrants that this Agreement is a
valid and binding obligation of City and is enforceable against City in accordance with its
terms, subject to bankruptcy, insolvency,reorganization or other similar laws affecting the
enforcement of creditors' rights in general and by general equity principles.
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(c) Completion of the Improvements. The City covenants that it will use its
reasonable and diligent efforts to take expeditiously all actions that may be lawfully required
for the Project including issuing permits,processing and approving plans and specifications
and inspecting the Project in accordance with this Agreement.
Section 16. Indemnification: The Developer agrees to protect, indemnify, defend and
hold the City, and its respective officers, employees and agents, and each of them, harmless from
and against any and all claims, losses, expenses, suits, actions, decrees, judgments, awards,
attorney's fees, and court costs which the City, or its respective officers, employees and agents, or
any combination thereof,may suffer or which may be sought against or recovered or obtained from
the City,or its respective officers,employees or agents,or any combination thereof,as a result of or
by reason of or arising out of or in consequence of(a)the acquisition,construction,or installation of
the Project,(b)the untruth or inaccuracy of any representation or warranty made by the Developer in
this Agreement or in any certifications delivered by the Developer hereunder, or (c) any act or
omission of the Developer or any of its subcontractors, or their respective officers, employees or
agents,in connection with the Project. If the Developer fails to do so,the City shall have the right,
but not the obligation, to defend the same and charge all of the direct or incidental costs of such
defense, including any attorney's fees or court costs, to and recover the same from the Developer.
The parties acknowledge and agree that the Developer shall be released from the indemnity
obligation set forth herein upon the expiration of all applicable statute of limitations periods.
Section 17. Developer as a Private Developer:In performing imder this Agreement,it is
mutually understood that the Developer is acting as a private developer, and not as an agent of the
City. The City shall have no responsibility for payment to any contractor,subcontractor or supplier
of the Developer.
Section 18. Other Agreements:Nothing contained herein shall be construed as affecting
the City's or the Developer's respective duty to perform its respective obligations under other
agreements, land use regulations or subdivision requirements relating to the development of the
Property, which obligations are and shall remain independent of the Developer's rights and
obligations,and the City's rights and obligations,under this Agreement;provided,however,that the
Developer shall use its reasonable and diligent efforts to perform each and every covenant to be
performed by it under any lien or encumbrance, instrument, declaration, covenant, condition,
restriction, license, order, or other agreement, the nonperformance of which could reasonably be
expected to materially and adversely affect the acquisition, construction and installation of the
Project.
Section 19. Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the matters herein provided for.
Section20. Binding on Successors and Assigns:Neither this Agreement nor the duties
and obligations of the Developer hereunder may be assigned to any person or legal entity other than
an affiliate of the Developer without the written consent of the City, which consent shall not be
unreasonably withheld or delayed. Neither this Agreement nor the duties and obligations of the City
hereunder may be assigned to any person or legal entity, without the written consent of the
Developer, which consent shall not be unreasonably withheld or delayed. The agreements and
Menifee Development, LLC
Tracts 34180 and 32664 Improvement and Credit Agreement
11
covenants included herein shall be binding on and inure to the benefit of any partners, permitted
assigns, and successors-in-interest of the parties hereto.
Section2l. Amendments: This Agreement can only be amended by an instrument in
writing executed and delivered by the City and the Developer.
Section 22. Waivers: No waiver of, or consent with respect to, any provision of this
Agreement by a party hereto shall in any event be effective unless the same shall be in writing and
signed by such party, and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it was given.
Section 23. No Third Party Beneficiaries:No person or entity,other than the City,shall
be deemed to be a third party beneficiary hereof, and nothing in this Agreement(either express or
implied)is intended to confer upon any person or entity,other than the City and the Developer(and
their respective successors and assigns), any rights,remedies,obligations or liabilities under or by
reason of this Agreement.
Section 24. Notices: Any written notice, statement, demand, consent, approval,
authorization, offer, designation, request or other communication to be given hereunder shall be
given to the party entitled thereto at its address set forth below,or at such other address as such party
may provide to the other party in writing from time to time, namely:
DEVELOPER COUNTY
Brian Jacobson/Marty Langpap Jonathan Smith
Menifee Development, LLC Director of Public Works
255 East Rincon Street, Suite 200 City of Menifee
Corona, CA 92879 29714 Haun Road
Tele: (951) 898-5500 Menifee, CA 92586
Tele: (951) 639-1368
Each such notice, statement, demand, consent, approval, authorization, offer, designation,
request or other communication hereunder shall be deemed delivered to the party to whom it is
addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic
communication,whether by telex,telegram or telecopy,upon the sender's receipt of an appropriate
answerback or other written acknowledgment, (c) if given by registered or certified mail, return
receipt requested,deposited with the United States mail postage prepaid,72 hours after such notice
is deposited with the United States mail, (d) if given by overnight courier, with courier charges
prepaid, 24 hours after delivery to said overnight courier, or(e) if given by any other means,upon
delivery at the address specified in this Section.
Section 25. Jurisdiction and Venue:Each of the Parties(a)agrees that any suit action or
other legal proceeding arising out of or relating to this Agreement shall be brought in the Courts of
the United States of America in the district in which said City is located, (b) consents to the
jurisdiction of each such court in any suit, action or proceeding, and(c)waives any obj ecfion that it
may have to the laying of venue or any suit, action or proceeding in any of such courts and any claim
Menifee Development, LLC
Tracts 34180 and 32664 Improvement and Credit Agreement
12
that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the
Parties agrees that a final and non-appealable judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.
Section 26. Attorneys' Fees: If any action is instituted to interpret or enforce any of the
provisions of this Agreement,the party prevailing in such action shall be entitled to recover from the
other party thereto reasonable attorney's fees and costs of such suit(including both prejudgment and
post judgment fees and costs) as determined by the court as part of the judgment.
Section 27. Governing Law:This Agreement and any dispute arising hereunder shall be
governed by and interpreted in accordance with the laws of the State of California.
Section 28. Usage of Words:As used herein,the singular of any word includes the plural,
and ternis in the masculine gender shall include the feminine.
Section 29. Interpretation. The parties to this Agreement and their counsel have
reviewed and revised this Agreement, and the normal rule of construction to the effect that any
ambiguities in an agreement are to be resolved against the drafting parties shall not be employed in
the interpretation of this Agreement.
Section 30. Counterparts: This Agreement may be executed in counterparts, each of
which shall be deemed an original.
[SIGNATURES OF PARTIES ON NEXT PAGE]
Menifee Development, LLC
Tracts 34180 and 32664 Improvement and Credit Agreement
13
IN WITNESS HEREOF,the parties hereto have executed the Project Agreement to
be effective on the day and year first above written.
CITY Approvals DEVELOPER:
RECOMMENDED FOR APPROVAL: Menifee Development, LLC
L Dated: ated:�
onathan Smith
Director of Public Works
Martin P T arlgpap
PRINTEAW�6�d Representative
TITLE
APPROVED AS TO FORM:
Dated: � ATTEST: lum
C4 y Attorney ES Dated.LA I2 (r
"i
APPRO BY THE MENIFEE CITY COUNCI
Dated:
PRINTED NAME
Mayor, City of Menifee
ATTEST:
�1 1
1)41 Dated ri —
aK it y Bennett
City Clerk
Menifee Development,LLC
Tracts 34180 and 32664 Improvement and Credit Agreement
14
EXHIBIT A
HERITAGE LAKE PHASE IV -
DIF TRAFFIC SIGNALS
s`
ti
(TRACT 344061
i
fYti l' MUM OF
s TRACT 34406 -3
` ✓ TRACT; 34406-�� `--
I '
I
TRACT 34406-2-=- ,.
I TRACT 34406-1
TRACT 34406
i _ I
TRACT 34406-5-
TRACT NO,
LEGEND:
li
DIF TRAFFIC SIGNAL
CITY OF OF
DE
Traar.-r Nn 1a-18
Heritage Lake Phase IV O URBAN
City of Menifee, CA(JN-O8429:OO1.dwg)
caossao.00s
EXHIBIT B
DESCRIPTION OF INTERSECTION IMPROVEMENTS
• Traffic Signal at the intersection of Briggs Road at McCall Boulevard and Heritage Lake
Road at McCall Boulevard per plans approved by the City of Menifee
• Improvements are to be installed concurrent with McCall Boulevard and Briggs Road
improvements
Menifee Development, LLC
Tracts 34180 and 32664 Improvement and Credit Agreement
EXH I B IT"B"
EXHIBIT C
TRAFFIC SIGNAL INSTALLATION FEE CREDIT
HEIRTAGE LAKE PHASE IV
Contract Value Awarded to Steiny&Co.
Item Description City UOM Unit Price Ext.
1 MOBILIZATION 1 LS $ 4,228.00 $ 4,228.00
2 FURNISH,INSTALL AND MAINTAIN TRAFFIC CONTROL 1 LS $ 2,000.00 $ 2,000.00
FURNISH AND INSTALLSIGNAL AND LIGHTING,SIGNS,PULL BOXES AND
3 EQUIPMENT COMPLETE AS SHOWN ON PLAN SHEET 2 OF 5 1 LS $ 201,986.00 $ 201,986.00
FURNISH AND INSTALL 3"SCH.80 PVC CONDUIT WITH SIC WITH#6 PULLBOXES
WESTERLY TO EN OF TRACT 34406-2 BOUNDARY TERMINATING IN#6 PULLBOX.
4 PULLBOXES SHALL BE INSTALLED AT MAX 500'INTERVALS 1,450 LF I $ 13.74 $ 19,923.00
FURNISH AND INSTALL 3"SCH.80 PVC CONDUIT WITH 45 DEGREE ELBOWS AND
12-PAIR#19 INTERCONNECT CABLE FROM THE CONTROLLER CABINET AT MCCALL
&HLR TO THE CONTROLLER CABINET AT MCCALL&BRIGGS.PULL BOXES SHALL
5 BE#6 ABD UBSTALLED AT 500'MAX INTERVALS 1,200 LF $ 14.66 $ 17,592.00
6 FURNISH AND INSTALL LOOP DETECTOR SYSTEM 1 LS $ 6,182.00 $ 6,182.00
Signal Total $ 251,911.00
Item Descriptions Qty UOM Unit Price Ext.
7 MOBILIZATION 1 LS $ 3,213.00 $ 3,213.00
8 FURNISH,INSTALL AND MAINTAIN TRAFFIC CONTROL 1 LS $ 2,000.00 $ 2,000.00
FURNISH AND INSTALL SIGNAL AND LIGHTING,SIGNS,PULLBOXES AND
9 EQUIPMENT COMPLETE AS SHOWN ON SHEET 3 of 5 1 LS $ 152,258.00 $ 152,258.00
FURNISH AND INSTALL 3"SCH 80 PVC CONDUIT WITH PULLROPE SOUTHERLY TO
BCR STA.71+14 W/#6 PULLBOXES TERMINATING IN#6 PULLBOX.PULLBOXES
10 SHALL BE INSTALLED AT 500'MAX INTERVALS, 2,100 LF $ 14.31 $ 30,051.00
FURNISH AND INSTALL 3"SCH 80 PVC CONDUIT WITH PULLROPE NORTHERLY TO
PROJECT LIMITS W/#6 PULLBOXES TERMINATING IN#6 PULLBOX.PULLBOXES
11 SHALL BE INSTALLED AT 500'MAX INTERVALS. 1,500 LF $ 13.55 $ 20,325.00
12 FURNISH AND INSTALL LOOP DETECTOR SYSTEM 1 LS $ 2,780.00 $ 2,780.00
Signal Total $ 210,627.00
Description Contract Max Credit Est.Credit
McCall Blvd at Heritage Lake Road $ 251,911 $ 235,000 $ 235,000
McCall Blvd at Briggs Road 210,627 $ 235,000 210,627
Estimated Maximum credit 445,627
Notes
-Credit in excess of fee obligation is eligible for developer reimbursement based upon available program funds
-DIF Permits maximum of$235,000 credit per signal
-Contract awarded per program guidelines based upon approved plans
EXHIBIT D
PAYMENT BOND & PERFORMANCE BOND
[ATTACHED BEHIND THIS PAGE]
Menifee Development,LLC
TR 30705 Improvement and Credit Agreement
EXHIBIT"D"
I�
Executed in Duplicate
;
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FAITHFUL PERFORMANCE BOND
CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.1)
FOR: Streets and Drainage $9,849,500.00 Tract/Parcel Map Tr, 34406
Water System $767,500.00 Bond No. 800006226
Sewer System $413,500.00 Premium $ 66,183.00
Surety Atlantic Specialty Insurance Company Principal standard Pacific Coro a Delaware corporation
Address 77 Water Street, 17th Floor Address 255 E. Rincon Street Suite 200
City/State New York NY City/State Corona CA
Zip code 10005 Zip 92879
Phone 212-440-6535 Phone (951) 898-5500
WHEREAS, the City of Menifee, State of California, and Standard Pacific Corp., a Delaware
corporation (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 above
designated public improvements relating to Tract 34406 (Infrastructure), 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 Atlantic Specialty Insurance Company, as surety,
are held and firmly bound unto the City of Menifee in the penal sum of ELEVEN MILLION THIRTY
THOUSAND FIVE HUNDRED AND NO/100 Dollars, $11,030,500.00 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 cluding
reasonable attorney's fees, incurred by the City in successfully enfo n, all to
be taxed as costs and included in any judgment rendered.
FAITHFUL PERFORMANCE BOND
i
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 j
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.
When the work covered by the agreement is complete, the City of Menifee will accept the work
and thereupon, the amount of the obligation of this bond is reduced by 90% with the remaining
10% held as security for the one-year maintenance period provided for in the agreements(s).
IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety
above named, on May 15, 2013.
NAME OF PRINCIPAL: Standard Pacific Corp., a Delaware corporation
AUTHORIZED SIGNATURE(S):
By:
Name:
Title: Authorized Representative
(IF CORPORATION,AFFIX SEAL)
NAME OF SURETY: Atlantic Specialty Insurance Company _
AUTHORIZED SIGNATURE:
Tracy As# n,Attorney-in-Fact
(IF CORPORATION,AFFIX SEAL)
ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND
ATTORNEY-IN-FACT. 0 1 � j
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State of California
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County of Los Angeles
On SAY 15 2013 before me, Edward C. Spector Notary Public,
personally appeared Tracy Aston who proved to me
on the basis of satisfactory evidence to be the person(&) whose j
name(s) is/are-subscribed to the within instrument and
acknowledged to me that fie/she/they executed the same in
his/her/their authorized capacity(fes), and that by his/her/tf -eif
signature(&) on the instrument the person(s), 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
Edward C. Spector
EDWARD C. SPECTOR
�' Commission # 7905?87
a.-�: Notary Pu61ic•Callfornla z
Los Angeles County N
11ju' My Corn I pees Sep 1A,2014�
va°=n•w�*re^a
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IN5U11ANCE GR0UP1 Power of Attorney NO. 2006675
INSUItAN tE GROUn
KNOW ALL MEN BY THESE PRESENTS,that ATLANTIC SPECIALTY INSURANCE COMPANY,a New York corporation with its principal office In Minnetonka,
Minnesota,does hereby constitute and appoint; Edward C.Spector,Barney Mady,James Ross,Tracy Aston,Simone Gerhard,T'Irmnas Branigan,each individually if
there be more than one named,its but and lawful Attomey-in-Fact,to make,execute,seal and deliver,for and on its behalf as surety,any and all bonds,recognizances,contracts
of indemnity,and all other writings obligatory in the nature thereof;provided that no bond or undertaking executed under this authority shall exceed in amount the sum of
twenty-five million dollars($25,000,000)and the execution of such bonds,recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof in
pursuance of these presents,shall be as binding upon said Company as if they had been fully signed by an authorized officer of the Company and scaled with the Company seal.
This Power of Attorney is made and executed by authority of the following resolutions adopted by the Board of Directors of ATLANTIC SPECIALTY INSURANCE
COMPANY on the twenty-fifth day of September,2012:
Resolved: That the President,any Senior Vice President or Vice-President(each an"Authorized Officer"),may execute for and in behalfof the Company any and
all bonds,recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof, and affix the seal of the Company thereto,and that the
Authorized Officer may appoint and authorize an Attorney-in-Fact to execute on behalf of the Company any and all such instruments and to affix the Company
seal thereto;and that the Authorized Officer may at any time remove any such Attorney-in-Fact and revoke all power and authority given to any such Attorney in-
Pact.
i
Resolved: That the Attomey-in-Fact may be given full power and authority to execute for and in the name and on behalf of the Company any and all bonds,
recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof,and any such instrument executed by any such Attorney-in-Fact shall
be as binding upon the Company as if signed and sealed by an Authorized Officer and,further,the Attomey-in-Fact is hereby authorized to verify any affidavit
required to be attached to bonds,recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof.
This power of attorney is signed and sealed by Coca imito under the authority of the following Resolution adopted by the Board of Directors of ATLANTIC SPECIALTY
INSURANCE COMPANY on the twenty-fifth day of September,2012;
Resolved: That the signature of an Authorized Officer and the Company seal may be affixed by facsimile to any power of attorney or to any certificate relating
thereto appointing an Attomey-in-Fact for purposes only of executing and sealing any bond,undertaking,recognizance or other written obligation in the nature
thereof,and ally such signature and seal where so used,being hereby adopted by the Company as the original signature of such officer and the original seal orthe
Company,to be valid and binding upon the
to WITNESS WHEREOF,day ATLANTIC SPECIALTY INSURANCE COMPANY has caused these presents to be signed by an Authorized Officer and the seal of the Company j
to be affixed this ninth day of October,2012, ,
�NS9�,
?4W cta?084T, ' Gr h: SEAL '.m, PGGf
Bolr, 1986 `o By
STATE OF MINNESOTA %Y'h�eh,yoPv"a3;.
HENNIPENCOUNTY `''•.w b'-, 'N�do'` Paul H.McDonough,Senim Vice.President
On this ninth day ofOetobeq 2012,before the personally came Paul H.McDonough,Senior Vice President of ONEBEACON INSURANCE COMPANY,to me personally
known to be the individual and officer described in and who executed the preceding instrument,and he acknowledged the execution of the same,andbeing by me duty swore,
such officer was duly affixed and subscribed to the said instrument by the authority and at the direction ofthe Company,
that he is the said officer of the Company aforesaid,and that the seal affixed to the preceding instrument is the seal of said Company and that the said seal and the signature as
r^ '
. TARA JANELLE STAFFORD
NOTARY PUBLIC-MINNESOYA
My Commisslon Eapilos Jan.31,2016
Notary Public
I,the undersigned,Secretary o(bNE^BEACON INSURANCE COMPANY,a New York Corporation,do hereby certify that the foregoing power of attorney is in full force and
has not been revoked,and the resolutions set forth above are now in force. �
Signed and sealed. Dated_ day oF—V]„" .' ,n M
� o YIN S0,49
ate, �URPOg �J
h SEAL
This Power of Attomey expires a 1986 o' -
October 1,2014 'v%'y
,••w'f N ,,,�h?,,,,o` Virginia MeC
Power of Attorney not valid without blue borduI
Executed in Duplicate
I
MATERIAL AND LABOR BOND
CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.1)
I
FOR: Streets and Drainage $ 4,924,750.00 Tract/Parcel Map Tr. 34406 !
Water System $ 383,750.00 Bond No. 800006225
Sewer System $ 206,750.00 Premium charged is included in charge for
performance bond
Surety Atlantic Specialty Insurance Companv Principal standard Pacific Corp a Delaware corporation
Address 77 Water Street 17—t' Floc Address 255 E. Rincon Street Suite 200
City/State New York NY City/State Corona CA
Zip 10005 Zip 92879
Phone 212-440-6535 Phone _{951) 898-5500
I
WHEREAS, the City of Menifee, State of California, and Standard Pacific Corp., a Delaware
corporation (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 above
designated public improvements relating to Tract 34406 (Infrastructure), which agreement(s)
is/are hereby referred to and made a part hereof; and,
WHEREAS, under the terms of said agreement, principal is required, before entering upon
the performance of the work, to file a good and sufficient payment bond with the City of
Menifee to secure the claims to which reference is made in Title 15 (commencing with Section
3082) of Part 4 of Division 3 of the Civil Code of the State of California;
i
NOW, THEREFORE, said principal and the undersigned, as corporate surety, are held firmly
unto the City of Menifee and all contractors, subcontractors, laborers, material persons and j
other persons employed in the performance of said Civil Code in the sum of FIVE MILLION
FIVE HUNDRED FIFTEEN THOUSAND TWO HUNDRED FIFTY AND NO/100 Dollars,
$5,515,250.00 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, that said surety will pay
the same in an amount not exceeding the amount hereinabove set forth, and also in case suit
is brought upon this bond, will pay, in addition to the face amount thereof, costs and
reasonable expenses and fees, including reasonable attorney's fees, incurred by the 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. !
!
It is hereby expressly stipulated and agreed upon that this bond shall inure to the benefit of
any and all persons, companies and corporations entitles to full claims under Title 15
(commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right
of action to them or their assigns in any suit brought upon this bond.
Should the condition of this bond be fully performed, then this obliga n s II jeil
and void; otherwise, it shall be and remain in full force and effect.
!
MATERIAL AND LABOR BOND
The surety hereby stipulates and agrees that no change, extension of time, alteration or
addition to the terms of this agreement or to the specifications accompanying the same shall
in anywise affect its obligation on this bond, and it does hereby waive notice of any such j
change, extension of time, alteration or addition. Surety further stipulates and agrees that the
provisions of Section 2845 of the Civil Code are not a condition 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 May 15, 2013.
NAME OF PRINCIPAL: Standard Pacific Corp., a Delaware corporation
I
AUTHORIZED SIGNATURE(S):
By:
Name:
Title: Authorized Representative
(IF CORPORATION, AFFIX SEAL)
I
i
i
NAME OF SURETY: Atlantic Specialty Insurance Com an
i
AUTHORIZED SIGNATURE: _
Tracy Aston,Attorney-in-Fact
I
(IF CORPORATION,AFFIX SEAL)
i
ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND
ATTORNEY-IN-FACT.
COVI
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P
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State of California
County of Los Angeles
i
On MAY 15 2013 before me, Edward C. Spector Notary Public,
personally appeared Tracy Aston who proved to me
on the basis of satisfactory evidence to be the person(s) whose
name(&) is/are-subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
hi-s/her/thei-r authorized capacity(+e&), and that by Ws/her/their
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.
I
WITNESS my hand and official seal.
i
Signature �,�"�.
Edward C. Spector
EOWARC
m' C. SP1E9CTOR
Commission # 05207
a;^en Notary Public- Calllornia z
z °" Los Angeles County =
' °'" My Comm.[xpires:iop 24,2014
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COO �
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OneBe
15URANCE GROUP poorer of Attorney NO. 2006676
I NSUal.NCE GROUP
i
KNOW ALL MEN BY THESE PRESENT'S,that ATLANTIC SPECIALTY INSURANCE COMPANY,a New York corporation with its principal office in Minnetonka,
Minnesota,does hereby constitute and appoint: Edward C.Spector,Daravy Mady,James Ross,Tracy Asian,Simone Gerhard,Thomas Branigan,each individually if
there be more than one named,its true and lawful Attorney-in-Fact,to make;execute,seal and deliver,for and on its behalf as surety,any and all bonds,recognizances,contracts
of indemnity,and all other writings obligatory in the nature thereof;provided that no bond or undertaking executed under this authority shall exceed in amount the sum of
twenty-five million dollars(525,000,000)and the execution of such bonds,recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof in
pursuance of these presents,shall be as binding upon said Company as if they had been fully signed by an authorized officer of the Company and sealed with the Company seal,
This Power of Attorney is made and executed by authority of the following resolutions adopted by the Board of Directors of ATLANTIC SPECIALTY INSURANCE
COMPANY on the twenty-fifth day of September,2012:
i
Resolved: That the President,any Senior Vice President or Vice-President(each an"Authorized Officer"),may execute for and in behalf of the Company any and
all bonds,recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof, and affix the seal of the Company thereto;and that the
Authorized Officer may appoint and authorize an Aleorney4n-Pact to execute on behalf of the Company any and all such instruments and to affix Elie Company
seal thereto;and that the Authorized Officer may at any time remove any such Attomey-in-Fact and revoke all power and authority given to any such Attomey-in-
Fact.
i
Resolved: That the Attomey-in-Fact may be given full power and authority toexecute for and in the name and on behalf of the Company any and all bonds,
recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof,and any such instrument executed by any such Attorney-in-Pact shall
be as binding upon the Company as if signed and scaled by an Authorized Officer and,farther,the Attumey-in-Fact is hereby authorized to verify any affidavit
required to be attached to bonds,recognizances,contracts of indemnity,and all other writings obligatory in the nature thereof.
This power of attorney is signed and sealed by facsimile under the authority of the following Resolution adopted by the Board of Directors of ATLANTIC SPECIALTY
INSURANCE COMPANY on the twenty-fifth day of September,2012;
Resolved; That the signature of all.Authorized Officer and the Company seal maybe affixed by facsimile to any power of attorney or to any certificate relating
thereto appointing an Attorney-in-Face for purposes only of executing and sealing any bond,undertaking,recognizance or other written obligation in the nature
thereof,and any such signature and seal where so used,being hereby adopted by the Company as the original signature of such officer and the original seal ofthe
Company,to be valid and binding upon the
IN WITNESS WHEREOF,ATLANTIC SPECIALTY INSURANCE COMPANY has caused these presents to be signed by an Authorized Officer and the seal of the Company
to be affixed this ninth day of October,2012, I
\P. 9 .
ssa cap 114T,.9y q�
swr SEAL MI
g
STATE OF MINNESOTA ':rmy.ysw voa�:.-0a°',' y
HENNIPEN COUNTY `'•.,,yiy; ;i��," Paul H.McDonough,Scaler Vice President
i
On this ninth day of October,2012,before me personally came Paul H.McDonough,Senior Vice President of ONEBEACON INSURANCE COMPANY,to me personally
known to be the individual and officer 1
described in and who executed Elie preceding insummi ,and he acknowledged the execution of the same,and being by me duly$a
that he is the said officer of the Company aforesaid,and that the seal affixed to the preceding instniment is the seal of said Company and that the said seal and the signature as
such officer was duly affixed and subscribed to the said inslmment by file authority and at the direction of the Company.
°. TAV1A JANELLE STArFtl�6D, ('t
NOTARY FUBLIC•MINNESOTA '
,,,,- ' My Qommisslon Expires Jan.31,209G
Notary Public
I,the undersigned,Secretary of ONEBEACON INSURANCE COMPANY,aNew York Corporation,do hereby certify that the foregoing power of aftomey is in full force and
has not been revoked,and the resolutions set forth above are now in force. C
i
Signed and scaled. Dated day of n\/ 9 C�n4'�_,
NIHt .h'�e lii
9
�a
3h� SEAL
This Power afAtomcy expires 1986 'o
October 1,2014 .ryb,,pFW YOP'�db�,+•
Virginia of
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EXHIBIT E
NOTICE OF CREDIT
Tract/Parcel Map No. Date: 2006
Units/Acres that have not paid Development Impact
Fees as of the date of this Notice: /acres
Earned Fee Credit Amount: $
Subtract Amount of Development Impact Fee traffic fee component
still due as of the date of this Notice:
$ unit/acre x units/acres= $
Fee Credit- Excess/(Deficiency) $
A fee credit of$ /unit/acre* will apply to Tract/Parcel Map No.
Application of Fee Credit Excess:
Amount of Fee Credit Excess: $
Amount to be Applied to Tract/Parcel Map on
a per unit/acre basis of$ /unit/acre*: $
Amount to be Applied to Tract/Parcel Map on
a per unit/acre basis of$ /unit/acre*: $
Amount to be Reimbursed $
Terms on which Reimbursement is to be made:
* The traffic signal component of the Development Impact Fees collected for the above specified
Tract/Parcel Maps shall be reduced by the rates shown in bold face type at the time of payment.
Menifee Development, LLC
Tracts 34180 and 32664 Improvement and Credit Agreement
EXHIBIT"E"