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HomeMy WebLinkAboutAGMT - WL Homes LLC (Subdivision Improvement Agmt) e4A -tom€ Cr d ct • • CITY OF SEAL BEACH AND WL HOMES, LLC FIRST AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT TRACT NO. 15402 THIS FIRST AMENDJNT TO SUBDIVISION AGREEMENT ( "Amendment ") is made and effective as of q u /i Z8 e4/ by and between the CITY OF SEAL BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY ", and WL HOMES, LLC, a California Limited Liability Corporation, hereinafter referred to as "DEVELOPER ". RECITALS A. CITY and DEVELOPER previously entered into a subdivision agreement ( "Prior Agreement ") on A9. //o , 2a'2, implementing the Final Subdivision Map for Tract No. 15402 (referred to as "SUBDIVISION "). B. Pursuant to the Prior Agreement, DEVELOPER agreed to construct an offsite sewer pump station at the westerly end of Adolfo Lopez Drive, to serve new homes constructed under the SUBDIVISION. C. Condition 23 of the Prior Agreement authorized DEVELOPER to construct a temporary sewer line through the Corporation Yard to connect to the existing sewer pump station in Adolfo Lopez Drive for use by the SUBDIVISION's three (3) model homes. D. Condition 23 of the prior Agreement gave the City Engineer the discretion to approve or disapprove the temporary connection of new homes to the existing sewer pump station and pressure line in Adolfo Lopez Drive, if in the sole opinion of the City Engineer the existing sewer pump station could accommodate the additional flow from the additional homes. E. Condition 23 provided for this temporary connection of new homes to the existing sewer pump station only for a period of one (1) year from the date of the approval of the final map, and that time has now expired. F. The City Engineer has determined that the existing sewer pump station will not be able to accommodate additional flow beyond that created by the three model homes, and that for public health and safety reasons, Certificates of Occupancy cannot be issued for the new homes without connections to a new sewer facility. G. It is necessary to revise Condition 23 of the Prior Agreement to clarify that the new homes must be connected to a new sewer pump station. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CITY and DEVELOPER agree as follows: S7296.1039.1.27.04 Sewer Amendment to Subdivision Agreement from City Attorneyl 1 • a AGREEMENT 1. Condition 23 of the Prior Agreement is replaced with the following: "Temporary Sewer and Existing Sewer Pump Station; Connection of New Homes to New Sewer Pump Station. CITY shall issue a permit to DEVELOPER to construct a temporary sewer line through the Corporation Yard to connect to the existing sewer pump station in Adolfo Lopez Drive to be used for the SUBDIVISION'S three (3) model homes. In no event shall these temporary connections remain longer than one (1) year from the date of the approval of this First Amendment to the Subdivision Improvement Agreement. DEVELOPER shall not connect any homes or buildings to the existing sewer pump station other than the temporary connection of these three model homes. CITY hereby agrees that DEVELOPER may apply for and CITY may issue building permits for eight (8) additional units in the first phase of development and for six (6) additional units in the second phase of the development for a total of fourteen (14) additional homes. However, DEVELOPER acknowledges and agrees that the CITY will not issue occupancy permits for any of such additional units until after such time that the new pump station shall be constructed, installed and operating. DEVELOPER further agrees that there shall be no construction of, and the CITY will not issue any building permits for, any homes beyond the three (3) model homes, eight (8) first -phase homes, and six (6) second -phase homes until after such time that the new pump station is constructed, installed and operating. DEVELOPER shall connect all new homes constructed pursuant to the SUBDIVISION to the new offsite sewer pump station at the westerly end of Adolfo Lopez Drive. No inhabitable home shall receive an occupancy permit until connected to that new pump station and the new pump station is constructed, installed and operating. DEVELOPER understands and acknowledges that construction of the new sewer pump station may not be completed for a significant time after the construction of the eight (8) first -phase homes and six (6) second -phase homes under the SUBDIVISION, and DEVELOPER agrees to assume the sole cost, risk, and responsibility of these homes being unoccupiable for a significant duration, and that CITY shall have no liability to DEVELOPER or any other person or entity in connection therewith. DEVELOPER hereby agrees to defend, indemnify, protect and hold harmless CITY and its agents, officers, employees, attorneys and volunteers from and against any and all claims, demands, obligations, causes of action, and lawsuits, and all damages, fines, judgments, costs (including settlement costs), and expenses, including the payment of actual attorneys fees, court costs, litigation costs, consultant or expert fees, and other expenses associated therewith, arising out of, related to, or resulting from asserted or established liability for any alleged delays caused by the City's denial of occupancy permits for homes prior to the connection of the homes to a completed, fully operating new pump station. S7296.1039.1.27.04 Sewer Amendment to Subdivision Agreement from City Attorney' 2 • • DEVELOPER agrees to remove the existing sewer pump station and salvage the pumps, fittings, and controls and to deliver such items to CITY and to remove or plug and abandon in place the existing sewer pump station pressure line and the temporary sewer line when they are no longer needed." 2. Other Terms and Conditions Remain. In the event of any inconsistencies between the Prior Agreement and this Amendment, the terms of this Amendment shall control. Except as expressly set forth in this Amendment, the Prior Agreement otherwise is unmodified, remains in full force and effect and is incorporated and restated herein as if fully set forth at length. Each reference in the Prior Agreement to itself shall be deemed also to refer to this Amendment. IN WITNESS WHEREOF, the parties have executed this Agreement as of the effective date first written above. DEVELOPER: CITY: WL HOMES, LLC CI • - BEAC B . i c City M. ager /4V/A/ 7 / /� f9 l)S Title: i,P.Be%' j&4i/.602 _ • ST: ity'Clerk Name•: �� . V../5.'p ti Title: SK aev - n►ent !tz-- (Proper Notarization of DEVELOPER'S APPROVED AS TO FORM: signature is required and shall be attached) g°-es- ity Attorney S7296.1039.1.27.04 Sewer Amendment to Subdivision Agreement from City Attomeyl 3 y A 1 STATE OF CALIFORNIA ) ss. COUNTY OF ORNAGE ) On January 27 2004, before me, Bernadette M. Heath, Notary Public, personally appeared Kevin Eads and Pat Larkin personally known to me to be the persons whose names are subscribed to the within instrument and acknowledge to me that they executed the same in their authorized capacities, and that by their signature on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. W./11Z ' Co mWM°" 6 Bernadette M. Heath `'' % Orange Cody Notary Public *Comm. &Pm x+16.4007 Commission No. 1424992 Commission Expires June 16, 2007 California General All- Purpose Acknowledgement For all documents executed in the State of California 1 • CITY OF SEAL BEACH AND • WL HOMES, LLC SUBDIVISION IMPROVEMENT AGREEMENT TRACT NO. 15402 THIS SUBDIVISION AGREEMENT is made and effective as of OfeuA , 1/ 200■ by and between the CITY OF SEAL BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY ", and WL HOMES, LLC, a California Limited Liability Corporation, hereinafter referred to as "DEVELOPER ". In consideration of the approval by CITY of the final map of the SUBDIVISION described below and the mutual covenants and agreements contained herein, CITY and DEVELOPER agree as follows: RECITALS This Agreement is made with respect to the following facts which each party acknowledges • as true and correct: Final Map No. (referred to as "SUBDIVISION "): Tract No. 15402 Tentative Map Resolution of Approval No.: City Council Resolution No. 4571 Title of Improvement Plans: • Rough Grading Plan Hellman Ranch Tract No. 15402 (by MDS Consulting — includes Erosion Control Plan) • Precise Grading Plan Hellman Ranch Tract No. 15402 (by MDS Consulting) • Street And Storm Drain Improvement Plans Hellman Ranch Tract No. 15402 (by MDS Consulting) • Water Improvement Plans Hellman Ranch Tract No. 15797 (by MDS Consulting) • Sewer Improvement Plans Hellman Ranch Tract No. 15402 (by MDS Consulting) • Traffic Signal Modification Plan Seal Beach Blvd. at Forrestal Drive (by Austin - Foust Associates, Inc.) • Seal Beach Boulevard Traffic Control Plan (by Austin -Foust Associates, Inc.) • Precise Grading, Bio- swale, and Filtration Basin (by Fuscoe Engineering) • Landscape and Irrigation Plans (to be provided at a later date) • Adolfo Lopez Drive and Hellman Property Access Road Improvement Plans (to be provided at later date) • Sewer Pump Station Plans on Adolfo Lopez Drive (by AKM Consulting Engineers) Page 1 of 17 (Subdivision Agreement) • 683634 2 . . .. • • • Underground Utilities Plans (to be provided at a later date) Final Record Drawings DEVELOPER shall provide CITY, prior to the acceptance of improvements and release of bonds or other security by CITY, with one (1) set of mylar copies and one (1) set of electronic files in CAD and GIS format, as specified by CITY'S City Engineer (hereinafter referred to as "the City Engineer "), of the final Record Drawings of all plans developed for the SUBDIVISION showing all changes and as built conditions. Surety Company n Name: RoHit bsORAlk E AGE *& y Address: .46 /3/442,A SG dA g E il Jot 0/24g(E, CA 92146 Contact Person: DA, A cAA 0 Phone: 7/ 9-576-.29a Estimated Cost of Improvements (Public & Private): _ Grading: $ 550,000.00 Streets: $ 660,000.00 Adolfo Lopez Dr. Improvements: $ 75,000.00 Traffic Signals: $ $125,000.00 Storm Drain: $ 325,000.00 . Sewer: $ 230,000.00 Temporary Sewer: $ 25,000.00 Sewer Pump Station: $ 600,000.00 Water: $ 260,000.00 . Bio -swale and Filtration Basin: $ 250,000.00 Landscaping: $ 295,000.00 Park Improvements (Parking Lot): $ 145,000.00 Underground Utilities: $ 455,000.00 Total Estimated Cost of Improvements: $ 3,995,000.00 Faithful Performance Bond No.: 1 122 012 Amount: $ 3,995,000.00 Labor & Materials Bond No.: Y22 012 Amount: $3,995,000.00 Monumentation Bond No.: Y. 2. 0/3 Amount: $27,000 Warranty Bond No.: '/,2,1b /A Amount: $998,750.00 Page 2 of 17 (Subdivision Agreement) 683634.2 • • A. DEVELOPER has presented to CITY the final subdivision map of Tract No. 15402 for the proposed SUBDIVISION for approval and recordation pursuant to provisions for the Subdivision Map Act of the State of California and CITY ordinances and regulations relating to the filing, approval and recordation of subdivision maps. The Subdivision Map Act and CITY ordinances and regulations relating to the filing, approval and recordation of subdivision maps are collectively referred to in this Agreement as the "Subdivision Laws." B. A tentative map of the SUBDIVISION has been approved subject to the Subdivision Laws and to the requirements and conditions contained in the Resolution of Approval. The Resolution of Approval is on file in the office of CITY'S City Clerk (hereinafter referred to as "the City Clerk ") and is incorporated into this Agreement by reference. C. In consideration of approval of a final map for the SUBDIVISION by CITY, DEVELOPER desires to enter into this Agreement, whereby DEVELOPER promises to install and complete, at DEVELOPER'S own expense, all the public and private improvement work required by CITY in connection with the proposed SUBDIVISION. DEVELOPER has secured this Agreement by improvement security required by the Subdivision Laws and approved by CITY'S City Attorney (hereinafter referred to as "the City Attorney "). D. Final improvement plans for the construction of improvements are being provided to the City Engineer. The Improvement Plans for the SUBDIVISION will be on file in the office of the City Engineer and are incorporated into this Agreement by this reference. All references in this Agreement to the improvement plans shall include reference to any specifications for the improvements as approved by the City Engineer. E. Within thirty (30) days after completion of the required improvements and their acceptance by CITY, it is necessary that certain monuments and stakes as specified on the final map for the SUBDIVISION shall be installed. AGREEMENT NOW, THEREFORE, in consideration of the approval by CITY of the final map of the SUBDIVISION, DEVELOPER and CITY agree as follows: 1. DEVELOPER'S Obligations to Construct Improvements. DEVELOPER shall: a. Comply with all the requirements of the conditions of the tentative map. Page 3 of 17 (Subdivision Agreement) 683634.2 • • b. Construct and install at DEVELOPER'S own expense all of the following public and private improvement work in conformance with the Improvement Plans identified in the section "Title of Improvement Plans" and CITY standards; (1). Construct the offsite sewer pump station at the westerly end of Adolfo Lopez Drive in accordance with plans prepared by AKM Consulting Engineers and approved by the City Engineer as a prevailing wage rate Public Works Project in conformance with State law. Cost sharing of the sewer pump station costs between DEVELOPER, CITY, and /or others will be shared on each entity's design calculated average daily dry weather flow. CITY and /or others will reimburse DEVELOPER for CITY and /or other's cost share of the final sewer pump station costs. (2). Construct temporary sewer line across CITY's Corporation Yard ( "the Corporation Yard ") and connect to the existing sewer pump station in Adolfo Lopez Drive, and to remove or plug and abandon in place the temporary sewer line when it is no longer needed. (3). Construct southerly half of Adolfo Lopez Drive extension and Hellman Property Access Road improvements. (4). Construct public parking lot at Seal Beach Boulevard entrance to Gum - Grove Park. (5). Construct traffic signal and street improvements on Seal Beach Blvd at Forrestal Drive. (6). Construct undergrounding of on -site overhead utilities and of overhead utilities along the Seal Beach Boulevard frontage. The existing Southern California Edison Company easement crossing the SUBDIVISION will be abandoned. (7). Commence the construction and installation of the improvements within 180 days from the approval of the final map by CITY and complete the work within two (2) years from the date of final map approval. (8). Acquire and dedicate, or pay the cost of acquisition by CITY, of all rights -of -way, easements and other interests in real property for construction or installation of the public improvements, free and clear of all liens and encumbrances. DEVELOPER shall be obligated to provide executed documents for the acquisition by CITY of off -site rights -of -way, easements and other interests in real property. DEVELOPER shall also be responsible for obtaining any public or private easements, land dedications, abandonments, or authorizations to accommodate the SUBDIVISION. 2. Acquisition, Dedication, and Abandonment of Easements or Rights -of -Way. If any of the public improvement and land development work contemplated by this Page 4 of 17 (Subdivision Agreement) 683634 2 • • Agreement is to be constructed or installed on land not owned by DEVELOPER, no such construction or installation shall be commenced before: a. The offer of dedication to CITY of appropriate rights -of -way, easements or other interest in real property, and appropriate authorization from the property owner to allow construction or installation of the improvements or work, or b. The dedication to, and acceptance by, CITY of appropriate rights -of -way, easements or other interests in real property, as determined by the City Engineer, or c. The issuance by a court of competent jurisdiction pursuant to the State Eminent Domain Law of an order of possession. DEVELOPER shall comply in all respects with the order of possession. Nothing in this Section shall be construed as authorizing or granting an extension of time to DEVELOPER. d. Abandonment of the Southern California Edison Company easement crossing the SUBDIVISION. e. The future dedications shown on Tract Map 15402 have been completed. 3. Security. DEVELOPER shall at all times guarantee DEVELOPER'S performance of this Agreement by furnishing to CITY, and maintaining, good and sufficient security as required by the Subdivision Laws on forms approved by CITY for the purposes and in the amounts as follows: a. to assure faithful performance of this Agreement in regard to said improvements in an amount of 100% of the estimated cost of the improvements; and b. to secure payment to any contractor, subcontractor, persons renting equipment, or furnishing labor and materials for the improvements required to be constructed or installed pursuant to this Agreement in the additional amount of 100% of the estimated cost of the improvements; and c. to guarantee or warranty the work done pursuant to this Agreement for a period of one (1) year following acceptance thereof by CITY against any defective work or labor done or defective materials furnished in the additional amount of 25% of the estimated cost of the improvements; and d. DEVELOPER shall also furnish to CITY good and sufficient security in the amount of 100% of the estimated cost of setting SUBDIVISION monuments as stated previously in this Agreement; and e. The securities required by this Agreement shall be kept on file with the City Clerk. The terms of the security documents referenced above are incorporated into this Agreement by this reference. If any security is replaced by another approved security, the replacement shall be filed with the City Clerk and, upon filing, shall be deemed to have Page 5 of 17 (Subdivision Agreement) 683634 2 • • been made a part of and incorporated into this Agreement. Upon filing of a replacement security with the City Clerk, the former security may be released. Security, including replacement security, may be in the form of bonds, assessment district proceeds, or other types of security all subject to the approval of the City Engineer. 4. Inspection, Plan Check, Administration, and Certification. DEVELOPER shall at all times maintain proper facilities and safe access for inspection of the public and private improvements by CITY and to the shops wherein any work is in preparation. Upon completion of the work, DEVELOPER may request a final inspection by the City Engineer or the City Engineer's authorized representative. If the City Engineer or the designated representative determines that the work has been completed in accordance with this Agreement, then the CITY Engineer shall certify the completion of the public and private improvements to CITY'S City Council (hereinafter referred to as "the City Council "). No public improvements shall be finally accepted by CITY unless all aspects of all of the work have been inspected and determined to have been completed in accordance with the Improvement Plans and CITY standards. DEVELOPER shall bear all costs of plan check, inspection, administration, and certification. DEVELOPER shall post a cash deposit in the amount of $100,000 with CITY to cover CITY'S costs of plan check, inspection, administration (including attorneys' fees) and certification which deposit shall be drawn against for actual cost incurred by CITY. When CITY costs amount to 80% of the deposit amount CITY will notify DEVELOPER that an additional cash deposit in the amount to be determined by CITY is needed. DEVELOPER agrees to provide additional cash deposits within 10 days of notice. Failure to provide the cash deposits shall result in suspension of construction work. Upon completion and acceptance of the SUBDIVISION improvements and release of bonds any funds remaining in the cash deposit account will be refunded to DEVELOPER. 5. Release of Securities. Subject to approval by the City Council, the securities required by this Agreement shall be released as follows: a. Security given for faithful performance of any act, obligation, work or agreement shall be released upon the final completion and acceptance of the act or work, subject to the provisions of the following subsection. b. The City Engineer may release up to 75% of the security given for faithful performance of improvement work, in portions, as the improvement progresses upon application therefore by the DEVELOPER; provided; however, that no such release shall be for an amount less than 25% of the total improvement security given for faithful performance of the improvement work. In no event shall the City Engineer authorize a Page 6 of 17 (Subdivision Agreement) 683634.2 • • release of the improvement security, which would reduce such security to an amount below that required to guarantee the completion of the improvement work and any other obligation imposed by this Agreement. c. Security given to secure payment to the contractor, his or her subcontractors and to persons furnishing labor, materials or equipment shall, six (6) months after the completion and acceptance of the work, be reduced to an amount equal to the total claimed by all claimants for whom liens have been filed and of which notice has been given to the City Council, plus an amount reasonably determined by the City Engineer to be required to assure the performance of any other obligations secured by the security. The balance of the security shall be released upon the settlement of all claims and obligations for which the security was given. d. No security given for the guarantee or warranty of work shall be released until the expiration of the warranty period and until any claims filed during the warranty period have been settled. The warranty period shall not commence until certification of completion of all the work and improvements to the City Council and until all of the public improvements have been accepted by the City Council. e. CITY may retain from any security released an amount sufficient to cover costs and reasonable expenses and fees, including reasonable attorneys' fees. 6. Injury to Public And Private Improvements, Public And Private Property or Public And Private Utilities Facilities. DEVELOPER shall, at DEVELOPER'S expense, replace or have replaced, or repair or have repaired, as the case may be, all public and private improvements, public and private property, public and private utilities facilities, surveying, or SUBDIVISION monuments which are destroyed or damaged as a result of any work under this Agreement. DEVELOPER shall bear the entire cost of replacement or repairs of any and all public and private property or public and private utility property damaged or destroyed by reason of any work done under this Agreement, whether such property is owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by CITY or any public or private utility corporation or by any combination of such owners. Any repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. 7. Permits. DEVELOPER shall, at DEVELOPER'S expense, obtain all necessary permits and licenses for the construction and installation of the improvements, give all necessary notices and pay all fees and taxes required by law. Page 7 of 17 (Subdivision Agreement) 683634.2 • • 8. Payment of Fees. DEVELOPER shall pay all CITY fees stipulated in the latest fee resolution as adopted by the City Council from time to time as required for the development of the SUBDIVISION including but not limited to the following: a. Building Permit Fee - -- to be paid at the time of building permit application. b. Transportation Fee - -- to be paid at the time of building permit issuance. c. Final Map Filing Fee - -- to be paid at time of filing final map. d. Final Map Plan Check Fee - -- to be paid from cash deposit established at time of filing final map. e. Final Map Construction Fee - -- to be paid from cash deposit established prior to approval of final map. f. Plan Check and Review Fee - -- to be paid from cash deposit established at time of filing improvement plans. g. Encroachment Permit Fee - -- to be paid at time of application for encroachment permit. h. Inspection Fee - -- to be paid from cash deposit established at time of approval of final map. i. Grading Permit Fee - -- to be paid from cash deposit established at time of grading permit issuance. . < j. Sewer Service Connection Charge Fee - -- to be collected within fifteen (15) days of the recording of the final map. 9. Default of DEVELOPER. a. Default of DEVELOPER shall include, but not be limited to, DEVELOPER'S failure to timely commence construction of the improvements; DEVELOPER'S failure to timely complete construction of the improvements; DEVELOPER'S failure to timely cure any defect in the improvements; DEVELOPER'S failure to perform substantial construction work for a period of twenty (20) days after commencement of the work; DEVELOPER'S insolvency, appointment of a receiver, or the filing of any petition in bankruptcy, either voluntary or involuntary, which DEVELOPER fails to discharge within thirty (30) days; the commencement of a foreclosure action against the SUBDIVISION or a portion thereof, or any conveyance in lieu or in avoidance of foreclosure; or DEVELOPER'S failure to perform any other obligation under this Agreement. Page 8 of 17 (Subdivision Agreement) 683634.2 • • b. CITY reserves to itself all remedies available to it at law or in equity for breach of DEVELOPER'S obligations under this Agreement. CITY shall have the right, subject to this section, to draw upon or utilize the appropriate security to mitigate CITY damages in event of default by DEVELOPER. The right•of CITY to draw upon or utilize the security is additional to and not in lieu of any other remedy available to CITY. It is - specifically recognized that the estimated costs and security amounts may not reflect the actual cost of construction or installation of the improvements and, therefore, CITY'S damages for DEVELOPER'S default shall be measured by the cost of completing the required improvements. The sums provided by the improvement security may be used by CITY for the completion of the work and improvements in accordance with the improvement plans and specifications contained herein. c. In the event of DEVELOPER'S default under this Agreement, - DEVELOPER authorizes CITY to perform such obligation twenty (20) days after mailing written notice of default to DEVELOPER and to DEVELOPER'S Surety, and agrees to pay the entire cost of such performance by CITY. d. CITY may take over the work and prosecute the same to completion, by contract or by any other method CITY may deem advisable, for the account and at the expense of DEVELOPER, and DEVELOPER'S Surety shall be liable to CITY for any excess cost or damages occasioned CITY thereby; and, in such event, CITY, without liability for so doing, may take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to DEVELOPER as may be on the site of the work and necessary for performance of the work. e. Failure of DEVELOPER to comply with the terms of this Agreement shall constitute consent to the filing by CITY of a notice of violation against all the lots in the SUBDIVISION or to rescind the approval or otherwise revert the SUBDIVISION to acreage. The remedy provided by this Subsection is in addition to and not in lieu of other remedies available to CITY. DEVELOPER agrees that the choice of remedy or remedies for DEVELOPER'S breach shall be within the sole discretion of CITY. f. In the event that DEVELOPER fails to perform any obligation hereunder, DEVELOPER agrees to pay all costs and expenses incurred by CITY in securing performance of such obligations, including costs of suit and reasonable attorneys' fees. g. The failure of CITY to take an enforcement action with respect to a default, or to declare a breach, shall not be construed as a waiver of that default or breach - or subsequent default or breach of DEVELOPER. h. DEVELOPER recognizes that by approval of the final map for Page 9 of 17 (Subdivision Agreement) 683634 2 • • SUBDIVISION, CITY has conferred substantial rights upon DEVELOPER, including the right to sell, lease, or finance lots within the SUBDIVISION, and has taken the final act necessary to subdivide the property within the SUBDIVISION. As a result, CITY will be damaged to the extent of the cost of installation of the improvements by DEVELOPER'S failure to perform its obligations under this Agreement, including, but not limited to, DEVELOPER'S obligation to complete construction of the improvements by the time established in this Agreement. CITY shall be entitled to all remedies available to it pursuant to this Agreement and the Subdivision Laws in the event of a default by DEVELOPER. It is specifically recognized that the determination of whether a reversion to acreage or rescission of the SUBDIVISION constitutes an adequate remedy for default by the DEVELOPER shall be within the sole discretion of CITY. 10. Warranty. DEVELOPER shall guarantee or warranty the work done pursuant to this Agreement for a period of one (1) year after certification of completion of all work and improvements and final acceptance by the City Council of the public improvements against any defective work or labor done or defective materials furnished. If within the warranty period any work or improvement or part of any work or improvement done, furnished, installed, constructed or caused to be done, furnished, installed or constructed by DEVELOPER fails to fulfill any of the requirements of this Agreement or the improvement plans and specifications referred to herein, DEVELOPER shall without delay and without any cost to CITY, repair or replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should DEVELOPER fail to act promptly or in accordance with this requirement, DEVELOPER hereby authorizes CITY, at CITY'S option, to perform the work twenty (20) days after mailing written notice of default to DEVELOPER and to DEVELOPER'S Surety, and agrees to pay the cost of such work by CITY. Should CITY determine that an urgency requires repairs or replacements to be made before DEVELOPER can be notified, CITY may, in its sole discretion, make the necessary repairs or replacement or perform the necessary work and DEVELOPER shall pay to CITY the cost of such repairs. 11. DEVELOPER Not Agent of CITY. Neither DEVELOPER nor any of DEVELOPER'S agents or contractors are or shall be considered to be agents of CITY in connection with the performance of DEVELOPER'S obligations under this Agreement. 12. Injury to Work. Until such time as the certification of all work and improvements and final acceptance of the public improvements by the City Council, DEVELOPER shall be responsible for and bear the risk of loss to any of the improvements constructed or installed. Until such time as all improvements required by this Agreement Page 10 of 17 (Subdivision Agreement) - 683634 2 • • are fully completed and accepted by CITY, DEVELOPER will be responsible for the care, maintenance of, and any damage to such improvements. CITY shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss or damage, regardless of cause, happening or occurring to the work or improvements specified in this Agreement prior to the completion and acceptance of the work or improvements. All such risks shall be the responsibility of and are hereby assumed by DEVELOPER. 13. Other Agreements. Nothing contained in this Agreement shall preclude CITY from expending monies pursuant to agreements concurrently or previously executed between the parties, or from entering into agreements with other developers for the apportionment of costs of water and sewer mains, or other improvements, pursuant to the provisions of CITY ordinances providing therefor, nor shall anything in this Agreement commit CITY to any such apportionment. 14. DEVELOPER'S Obligation to Warn Public During Construction. Until final acceptance of the improvements, DEVELOPER shall give good and adequate warning to the public of each dangerous condition existent in the improvements, and will take all reasonable actions to protect the public from such dangerous conditions. 15. Vesting of Ownership. Upon acceptance of the work on behalf of CITY and recordation of the Notice of Completion, ownership of the public improvements constructed pursuant to this Agreement shall vest in CITY. 16. Indemnity /Hold Harmless. a. CITY or any officer, agent, or employee thereof shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of DEVELOPER, its agents or employees in the performance of this Agreement. DEVELOPER further agrees to protect and hold harmless CITY, its officials and employees form any and all claims, demands, causes of action, liability or loss of any sort, including, but not limited to, attorney fees and litigation expenses, because of, or arising out of, acts or omissions of DEVELOPER, its agents or employees in the performance of this Agreement, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design of construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of the SUBDIVISION, and the public and private improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design or construction of public and private drainage systems, streets and other public and private improvements. Page 11 of 17 (Subdivision Agreement) 683634 2 . .. • • ' b. Acceptance by CITY of the public improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this paragraph. CITY shall not be responsible for the design or construction of the SUBDIVISION or the improvements pursuant to the approved Improvement Plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and which included a suggested safe and feasible alternative design. Except as may be provided above, CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or correcting any plans or specifications or in approving, reviewing or inspecting any work or construction. Nothing contained in this paragraph is intended to or shall be deemed to limit or waive any protections or immunities afforded by law to CITY, its officials, agents and employees, by virtue of CITY'S approval of the plan or design of the improvements, including without limitation the protections and immunities afforded by Government Code Section 830.6. After certification of completion of all of the improvements and acceptance of the public improvements, DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this paragraph shall remain in full force and effect for ten (10) years following the certification of all work and improvements and acceptance by CITY of the public improvements. It is the intent of this paragraph that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or correcting any plans or specifications or in approving, reviewing or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this paragraph. 17. DEVELOPER'S Insurance. DEVELOPER shall not commence work under this agreement until DEVELOPER shall have obtained all insurance required under this paragraph, nor shall DEVELOPER allow any contractor or subcontractor to commence work on his contract or subcontract until all similar insurance required of the contractor or subcontractor shall have been so obtained and approved. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Page 12 of 17 (Subdivision Agreement) 683634 2 .. • • a. Compensation Insurance. DEVELOPER shall maintain, during the life of this agreement, Worker's Compensation Insurance for all DEVELOPER'S employees employed at the site of improvement, and in case any work is sublet, DEVELOPER shall require any contractor or subcontractor similarly to provide Worker's Compensation Insurance for all contractor's or subcontractor's employees, unless such employees are covered by the protection afforded by DEVELOPER. In -case any class of employees engaged in work under this agreement at the site of the project is not protected under any Worker's Compensation law, DEVELOPER shall provide, and shall cause each contractor and subcontractor to provide, adequate insurance for the protection of employees not otherwise protected. DEVELOPER hereby indemnifies CITY for any damage resulting to it from failure of either DEVELOPER or any contractor or subcontractor to take out or maintain such insurance. b. Public Liability and Property Damage Insurance. DEVELOPER shall take out and maintain during the life of this agreement such public liability and property damage insurance as shall insure CITY, its elective and appointive boards, commissions, officers, agents, and employees, DEVELOPER and any contractor or subcontractor performing work covered by this Agreement from claims for damages for personal injury, including death, as well as from claims for property damage which may arise from DEVELOPER'S or any contractor's or subcontractor's operations hereunder, whither such operations be by DEVELOPER or any contractor or subcontractor, or by anyone directly or indirectly employed by either DEVELOPER or any contractor or subcontractor, and the amounts of such insurance shall be as follows: (1). Public Liability Insurance. In an amount not less than $1,000,000.00 for injuries, including, but not limited to, death, to any one person and, subject to the same limit for each person, in an amount not less than $5,000,000.00 on account of any one occurrence: (2). Property Damage Insurance. • In an amount not less than $1,000,000.00 for damage to property of each person on account of any one occurrence. c. Cross - liability Endorsement. In the event that any of the aforesaid insurance policies provided for in this section "DEVELOPER'S Insurance" insures any entity, person, board or commission other than those mentioned in the above noted section, such policy shall contain a standard form of cross - liability endorsement, insuring on such policy CITY, its elective and appointive - Page 13 of 17 (Subdivision Agreement) 683634 2 .. • • boards, commissions, officers, agents and employees, DEVELOPER and any contractor or subcontractor performing work covered by this agreement. d. Evidence of Insurance. DEVELOPER shall furnish CITY concurrently with the execution hereof, with satisfactory evidence of the insurance required, and evidence that each carrier is required to give CITY at least fifteen day's prior notice of the cancellation or reduction in coverage of any policy during the effective period of this agreement. . 18. Time of the Essence. Time is of the essence of this Agreement. 19. Time for Commencement of Work/Time Extensions. DEVELOPER shall commence substantial construction of the improvements and shall complete the improvements as required by this Agreement. In the event good cause exists as determined by CITY'S City Manager (hereinafter referred to as "the City Manager"), the time for commencement of construction or completion of the improvements hereunder may be extended. The request for extension shall be made in writing to the City Manager. The approval of the extension shall be executed by the City Manager. Any such extension may be granted without notice to DEVELOPER'S Surety and shall not affect the validity of this Agreement or release the Surety or Sureties on any security given for this Agreement. The City Manager shall be the sole and final judge as to whether or not good cause has been shown to entitle DEVELOPER to an extension. Delay, other than delay in the commencement of work, or by strikes, boycotts, similar actions by employees or labor organizations, which prevent the conducting of work, and which were not caused by or contributed to by DEVELOPER, shall constitute good cause for an extension of the time for completion. As a condition of such extension, the City Manager may required DEVELOPER to furnish new security guaranteeing performance of this Agreement as extended in an increased amount as necessary to compensate for any increase in construction costs as determined by the City Engineer. 20. No Vesting of Rights. Performance by DEVELOPER of this Agreement shall not be construed to vest DEVELOPER'S rights with respect to any change in any zoning or building law or ordinance. 21. Maintenance of Private Facilities. DEVELOPER shall create a Homeowners Association which shall be responsible for maintaining all on -site and off-site site private common area facilities associated with the SUBDIVISION which are required in order that the SUBDIVISION drainage facilities, grading, water facilities, sewer facilities, retaining walls, fencing, landscaping, irrigation, lighting, sidewalks, streets, recreation facilities, and other necessary facilities will function properly. DEVELOPER shall provide a copy of the Page 14 of 17 (Subdivision Agreement) 683634.2 • .. SUBDIVISION Covenants, Codes, and Restrictions ( "CC &R's ") to CITY for review and approval prior to recording of the final map or recording of the CC &R's. 22. CITY Maintenance of Sewer and Water Systems. CITY will maintain the on- site and off -site mainline sewer and water systems including manholes and water valves. Maintenance of these systems will be paid for by CITY and will be budgeted as part of CITY'S normal utility budget operations. No additional costs to the SUBDIVISION or Homeowner's Association for maintenance of these systems other than the normal utility service fees, charges, and property taxes will be made. 23. Temporary Sewer and Existing Sewer Pump Station. CITY agrees to allow DEVELOPER to construct a temporary sewer line through the Corporation Yard to connect to the existing sewer pump station in Adolfo Lopez Drive to be used for the SUBDIVISION'S three (3) model homes. If in the event that the new sewer pump station to be constructed at the westerly end of Adolfo Lopez Drive is not completed prior to the request for Certificate of Occupancy for completed homes in the SUBDIVISION the CITY will, if DEVELOPER agrees to maintain the existing sewer pump station and pressure line in Adolfo Lopez Drive, and at the sole discretion of the City Engineer, allow DEVELOPER to connect additional homes to the temporary sewer line and existing sewer pump station if in the sole opinion of the City Engineer it is determined that the existing sewer pump station can accommodate the additional flow from the additional homes. In such event, CITY will issue Certificates of Occupancy for those homes allowed to connect. The City Engineer shall have the authority to direct DEVELOPER as to the means and method of the connection and DEVELOPER shall pay for all costs involved with said connection including but not limited to, design, construction, inspection, additional contract costs for maintenance, and any additional services needed, all as deemed necessary in the sole opinion of the City Engineer to keep the existing sewer pump station operational and /or otherwise prevent any sewer spills. If additional flow to the existing sewer pump station is allowed DEVELOPER shall, prior to connecting, post a cash deposit with CITY, in an amount determined by the CITY Engineer, to guarantee payment of all costs related to the additional connections. In the determination of allowing additional connections to the existing sewer pump station the City Engineer will be the sole and final judge. In no event shall temporary connections remain longer than one (1) year from the date of the approval of the final map or after the new sewer pump station is complete and operational, whichever occurs first. Page 15 of 17 (Subdivision Agreement) 683634.2 • • DEVELOPER agrees to remove the existing sewer pump station and salvage the pumps, fittings, and controls and to deliver such items to CITY and to remove or plug and abandon in place the existing sewer pump station pressure line and the temporary sewer line when they are no longer needed. 24. Gum Grove Park Improvements. Developer shall pay to the City $145,000.00 for landscape and existing trail improvements to Gum Grove Park subject to the approval of the City Engineer within 6 months after the approval of the Final Tract Map. In the event Developer installs any of the landscaping or trail improvements required by this paragraph, the City will deduct from the $145,000 payment required herein the value of the improvements installed by Developer as determined by the City Engineer. Developer shall pay the balance of the required payment in cash upon the completion of such improvements. 25. Improvements to Seal Beach Boulevard Median. Developer shall pay One Hundred Thousand Dollars ($100,000.00) to the City of Seal Beach for the landscaped median in Seal Beach Boulevard from Adolpho Lopez Drive to Bolsa Avenue, which includes the cost of sidewalk along westerly side of Seal Beach Boulevard from the southern boundary of the property to Bolsa Ave. Payment shall be made within 6 months after the approval of the Final Tract Map. 26. Notices. All notices required or provided for under this Agreement shall be in writing and delivered in person or sent by mail, postage prepared, and addressed as provided in this section. Notice shall be effective on the date it is delivered in person or, if mailed, on the date of deposit in the United States Mail. Notices shall be addressed as follows, unless a written change of address is filed with CITY. CITY: City Engineer City of Seal Beach 211 Eighth Street Seal Beach, California 90740 -6379 DEVELOPER: WL Homes, LLC V tS DM/5 s7/zegY ' A)6WpDa t BE4eN/ 6 4 9,2Li b Page 16 of 17 (Subdivision Agreement) 683634.2 .. • • 27. Litigation or Arbitration. In the event that suit or arbitration is brought to enforce the terms of this contract, the prevailing party shall be entitled to litigation costs and reasonable attorneys' fees. 28. Incorporation of Recitals. The Recitals to this Agreement are hereby incorporated into the terms of this Agreement. 29. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the parties. In the case of CITY, the appropriate party shall be the City Manager. IN WITNESS WHEREOF, the parties have executed this Agreement as of the effective date first written above. DEVELOPER: CITY: WL HOMES, LLC CITY OF SEAL BEACH J By: P411 ► , Name: l ) 4afa Mayor Title: I , A. _ T: By: )01 Ci Ierk Name: lgIr1AguA/ Title: \j? a tii& c — Sac cfc (Proper Notarization of DEVELOPER'S APPROVED AS TO FORM: signature is required and shall be attached) City Attorney Page 17 of 17 (Subdivision Agreement) 683634.2 . . S • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT - - • -,7i 3,n.AS.9- A,Ax.-JL.sa A A.wA s »%•)t9i9.9i 9' A'a t./W to VH1.01.- -oa....xts A 9GHSA&a 4 is" State of California ',I sl i County of QZ71/186 s' i ) g On bJ iJ 2002... , before me, :/,I* - // //4 Jr / li # s, '• !Date Nam- .nb Title of Offi -r 9.,'Jane Joe,Notary Publi.) • L /y� ii personally appeared ✓f°0° at 39g enew kto s; Name(s)of Signer(s) )' e ersonally known to me / ❑ proved to me on the basis of satisfactory yl evidence 91 Id - s it 04- leiED"I;;+ • to be the person(s) whose name(s) %are s' 033413/MF t, subscribed to the within instrument and °'is 1 e+ot°�.���t tr acknowledged to me that he/she/they executed y I i ; ': the same in Water/their authorized ), i -• L� 4H" S capacity(ies), and that by h' r/their 3 1;4 �'�a.:0" signature(s) on the instrument the person(s), or ?' 'try o�%Foots o•: the entity upon behalf of which the person(s) s' r�F}gR DCEOGE�- s acted, executed the instrument. y, I • _ )t ii WITNESS my h.•• -n. .ffici- se. si /jam ci �L —I.-- . . I�x,I� )1 `^ Place Notary Seal Above _r Signature o No Public . ''I i t OPTIONAL sl « )I Though the information below is not required by law, it may prove valuable to persons relying on the document )I tti and could prevent fraudulent removal and reattachment of form to another document. )1 Description of Attached Document ti Title or Type of Document: _ )I IQ yi li Document Date: Number of Pages: '1 li )1 I(', Signer(s) Other Than Named Above: )I Capacity(ies) Claimed by Signer 31 i, Signer's Name: RIGHT THUMBPRINT S f(i, El Individual OF SIGNER )1 ti Top of thumb here ),. 'r ❑ Corporate Officer—Title(s): )I i ❑ Partner—❑ Limited ❑ General y1 ti ❑ Attorney in Fact )I ii ❑ Trustee :0¢ ❑ Guardian or Conservator p1 It. ❑ Other: 9; ti )i 'r Signer Is Representing: 51 ri )i • -^--a--^'t-- -ds'-�-•,-�-,-�-d-•.,-�r•.t°..;-. -., arm-at-e�t-a,-v d:-v-Ut-n-?'- '-�'-�-. 1997 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6627 ACORDTM t ': ..., ;f", * ; 1 af,'L.1' : '- t. _ D 5/15/0 ' AT YY 0 6 PRODUCER Aon Risk services, Inc of So CA insurance Service THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY 1901 Main Street AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS sui to 300 CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE vine CA 92614 USA COVERAGE AFFORDED BY THE POLICIES BELOW. PHONE - (949) 608 -6300 FAX -(949) 608 -6459 • INSURERS AFFORDING COVERAGE INSURED INSURER A. Steadfast Insurance Company W L Homes LLC INSURERB XL Europe Ltd. dba: John Laing Homes •• 895 Dove Street INSURER Zurich American Ins Co Suite 200 Iq Newport Beach CA 92660 USA INSIIRERD. a CU INSURER E. 'C l'U� t, .�. ... » M ;;.�yry1���• � ar-�•-`ay�rrwwrgr,y! ' i� ...k_..:; ✓ ( =i-11.,. .�.-w.�+).. �� 'F"�r r. 1t � L �.� / �i!a3.s_._�.��+'if,.i, ,..: , � , .«M..i ....., �.5..... VI ti, r . n .,, .,,,� +i +. :`.'.`. , M i i , , i � 3 e + �"� :I.......i•J�* __. .,� l.e,�.�.k y THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED , NOTWITHSTANDING 'ti ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY x PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFE y POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER LIMITS ON DATE(MM\DD \YY) DATE(MM\DD \YY) 00'. A GENERAL LIABILITY HBP343744302 05/15/05 05/15/07 EACHoccuRRENCE $25,000,000 gg 00 © COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one Ere) $100,000 N . CLAIMS MADE © OCCUR MED EXP (Any one person) O N N SIR: $1,000,000 PERSONAL & ADVINJURY $25,000,000 " GENERAL AGGREGATE $30,000,000 GEN'L AGGREGATE LIMIT APPLIES PER • PRO PRODUCTS- COMP /OPAGG $40,000,000 C P JECT LOC Z i2 es A AUTOMOBILE LIABILITY HBP343744302 05/15/05 05/15/07 COMBINED SINGLE LIMIT = II ANY AUTO (Ea amdent) $1, 000 , 000 t+ ■ ALL OWNED AUTOS U This certificate Intl des onl those covera ' es that BODILY INJURY 1 ( Pa person) SCHEDULED AUTOS are currentl ex • it n .. Please ret in certificates a HIRED AUTOS previousl receiv : i as they con : in important BODILY INJURY © NON OWNED AUTOS Information reg . ding other co erages that cFa ) • are still in effect PROPERTY DAMAGE ■ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ■ ANY AUTO OTHER THAN EA ACC ■ AUTO ONLY : AGG B EXCESSLIABIUTY QIE0015864L105A 05/15/05 05/15/08 EACHOCCURRENCE $25,000,000 © OCCUR ❑ CLAIMS MADE AGGREGATE $25,000,000 ■ DEDUCTIBLE ■ RETENTION c WORKERS COMPENSATION AND WC367699402 05/15/06 05/15/07 X IwC STATU - 10TH - EMPLOYERS' LIABILITY TORY LIMITS 1 ER E L EACH ACCIDENT $1,000,000 E L DISEASE - POLICY LIMIT $1, 000, 000 _ E L DISEASE -EA EMPLOYEE $1, 000 , 000 OTHER DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Re: Heron Pointe. See attached endorsement. r SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCR I. THE EXPIRATION city of Seal Beach DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 211 Mark Street tvic 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Sea Eieath CAh BUT FAILURE TO DO SO SHALL IMPOSE NOOBLIGATIONORLIABILITY Seal Beach CA 90740 USA OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATNE . ad Bond Number 3SM 046 199 00 • Premium $29,963.00 CITY OF SEAL BEACH AND WL HOMES, LLC SUBDIVISION FAITHFUL PERFORMANCE BOND TRACT NO. 15402 WHEREAS, the City of Seal Beach, State of California, hereinafter designated as "CITY", and WL HOMES, LLC, hereinafter designated as "PRINCIPAL", have entered into an agreement identified as City of Seal Beach and WL HOMES, LLC, Subdivision Improvement Agreement Tract No. 15402, dated April 24, 2002, hereinafter designated as "AGREEMENT", whereby PRINCIPAL.agrees to install and complete certain designated public and private improvements, and which said agreement is made a part hereof; and WHEREAS, PRINCIPAL is required under the terms of the AGREEMENT to furnish a bond for the Faithful Performance of the AGREEMENT; NOW, THEREFORE, we, PRINCIPAL and American Motorists Insurance Company, as SURETY, are held and firmly bound unto CITY in the penal sum of $ 3,995,000.00, lawful money of the United States, for the payment of such sum well and truly to 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 the obligation shall become null and void if the above-bonded PRINCIPAL, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to, abide by, well and truly keep, and perform the covenants, conditions, and provisions in the 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 his or their true intent and meaning, and shall indemnify and save harmless CITY, its officers, agents, and employees, as therein stipulated; otherwise, this obligation shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Page 1 of 2 (Faithful Performance Bond) • • SURETY hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the AGREEMENT or to the work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the AGREEMENT or to the work or to the specifications. IN WITNESS WHEREOF, this instrument has been duly executed by PRINCIPAL and SURETY above named, on APRIL 24, , 2002. (Seal) (Seal) SURETY: PRINCIPAL: AMERICAN MOTORISTS INSURANCE COMPANY WL HOMES, LLC Name BY: By: Bye r / Signature Signa re Name: D.J. PICARD, ATTORNEY-IN-FACT N-me. _L . -.. 3Z Address: 7470 N. FIGUEROA STREET Title: 127,,rcrawl mt eiP r-e , Pry. LOS ANGELES, CA 90041 Address: 895 DOVE STREET, SUITE 110 NEWPORT BEACH, CA 92660 APPROVED AS TO FORM: By: tilt, ! Sig•p'��'�'^� oL /) ,— Name: . Iil!//�Sd?�G/ / l Title: I- 2 ire cis ,t5ir CITY Attorney Address: 895 DOVE STREET, SUITE 0 NEWPORT BEACH, CA 92660 Page 2 of 2 (Faithful Performance Bond) • • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT . 4 3i y State of California st , ., County of C>M415e ss. v' e On _4124, 10:2 , before me, 1�/��� 91 0 Name an)�f�L le of cer(e 9r lic 'tl« Dee ^ /� '-'1 r ' ,personally appeared `■/r`(�(�k{ R ' [l Name(s)of Signer(s) 'y; d personally known to me 9l t(❑__ proved to me on the basis of satisfactory y r _._., evidence 91 ii, -t-no-1-E 144::., ?i 03341314.y , S�ypt� �, to be the person(s) whose name(s) ,iS/are .'• iii, i $' - `t+ Ni. subscribed to the within instrument and i 'E ; acknowledged to me that he/she/they executed s, S \ S the same in Ia+S/Ix�r/their authorized iq d S orw,�. capacity(ies), and that by hi&tie�heir ?l 1ii"44��ac�ioR��,'ta ,r• signature(s) on the instrument the person(s), or ?' r `. ets oEMeeP' the entity upon behalf of which the person(s) 9l acted, executed the instrument. sl ti 'fl k WITNESS my h.• 'r�dfficial seal. •sl /a/1 Iv/ kI le Place Notary Seal Above Signature o No.• •ublic sl e 9 i- OPTIONAL 'I IL' Though the information below is not required by law, it may prove valuable to persons relying on the document s1 Si and could prevent fraudulent removal and reattachment of this form to another document. 91 i0 Description of Attached Document y1. Id Title or Type of Document: $ i • si l¢ Document Date: lumber of Pages: 91 ti 8' 9 Signer(s) Other Than Named Above: sl C 'Pi t Capacity(ies) Claimed by Signer s' ti Signer's Name: RIGHT THUMBPRINT ❑ Individual '9I OF SIGNER 91 il it Top of thumb here❑ Corporate Officer—Titl- s): s1 i ❑ Partner—❑ Limite• • General s! ti ❑ Attorney in Fact '1 l„ ❑ Trustee ''$' g ❑ Guardian . Conservator 's •1 ID Other: sl 14 s' ¢, Signer Is Representing: ?' s1 �d"_ °_ "-";•fit"e+>°at'a'-a-vt-v - -a*>°w*'°e+"•a-e+-e-t°c->°e�>-wrrut'u>-as-ei��z-+�i°a.>°a>-ay`o'-a+'-va°��°aA"drw>-d•. .eq'e>z'v'a->-�t-a ©1997 National Notary Association-9350 De Solo Ave.,P.O.Box 2402•Chatsworth.CA 91313-2402 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 • • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On 04-24-2002 before me, SEJAL P. LANGE, NOTARY PUBLIC DATE NAME,TITLE OF OFFICER-E.G.,'JANE DOE,NOTARY PUBLIC personally appeared D.J. PICARD NAME(S)OF SIGNER(S) © personally known to me - OR - ❑ prnmedxtocutexarottlecbastsxotcsaltstaatoopevitteriess to be the person(a) whose name(a) is/axe subscribed to the within instrument and ac- knowledged to me that he/siaaddaf executed the same in hishbet&beir authorized bw capacity( , and that by his/ r�t3 SEJAL P.LANCE signature(s) on the instrument the person(), '•' COMM.#1285183 m g t; Notary Public-Cailfornla cn or the entity upon behalf of which the W ORANGE COUNTY ,„ FRyComm.Exp.Nov23,200a person(a) acted, executed the instrument. WITNESS my hand and official seal. 6y0 p "Low SIGNATURE OF ROTARY OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER PERFORMANCE BOND BOND NUMBER 3SM 046 199 00 TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL TWO ® ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: APRIL 24, 2002 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSONS)OR ENrfl'(IES) N/A AMERICAN MOTORISTS SIGNER(S)OTHER THAN NAMED ABOVE INSURANCE COMPANY • In Testimony Whereof, the Company has caused this instrument to'be signed and their corporate seals to be affixed by their authorized officers, this January 10, 2002. Attested and Certified: Lumbermens Mutual Casualty Company American Motorists Insurance Company American Manufacturers Mutual Insurance Company LJYIV W 8 L"xraRat L a LwroRMIQI Y 3 aK. Conway, Corpor Secretary Gary J. ly, nior Vice Pres' t STATE OF ILLINOIS SS - COUNTY OF LAKE SS I, Maria I. Omori, a Notary Public, do hereby certify that Gary J. Tully and John K. Conway personally known to me to'be the same persons whose names are respectively as Senior Vice Resident and Corporate Secretary of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American. Manufacturers Mutual Insurance Company, Corporations organized and existing under the laws of the State of Illinois, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seals and delivered the said instrument as the free and voluntary act of said corporations and as their own free and voluntary acts for the uses and purposes therein set forth. "OFFICIAL .SEAL" . 4 ea In o an-) MARIA I.OMORI ,,`wµ NOTARY REX.STATE OF ILLINOIS WOWASSON EXPIRES 9/17 2003 Maria I. Omori, Notary Public My commission expires 9-17-03 CERTIFICATION I, J. K. Conway, Corporate Secretary of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company, do hereby certify that the attached Power of Attorney dated January 10, 2002 on behalf of the person(s) as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate; and I do further certify that the said Gary J. Tully, who executed the Power of Attorney as Senior Vice Resident, was on the date of execution of the attached Power of Attorney the duly elected Senior Vice President of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company on this 24TH day of APRIL 20 02 M B �. '400 ^ua L"Br"FI.R 6 Ls uueon g! c[LL a <mrwlm"Y:� + S 4"°`°f Joh K. " nway, Corporate cretary This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except In the manner and to the extent herein stated. Home Office: Long Grove, IL 60049 FK 09 75 (Ed. 09 01) Page 2 of 2 Printed In U.S.A. • • POWER OF ATTORNEY Know All Men By These Presents: That the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company, corporations organized and existing under the laws of the State of Illinois, having their principal office in Long Grove, Illinois (hereinafter collectively referred to as the"Company") do hereby appoint Beata A. Sensi , Sejal P. Lange , D. J. Picard , Cathy S. Kennedy , Todd M. Rohm of Orange , CA (EACH) their true and lawful agent(s) and Attorney(s)-in-Fact, to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, and as their act and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deliver any bond or undertaking which guarantees the payment or collection of any promissory note, check, draft or letter of credit. This authority does not permit the same obligation to be split into two or more bonds in order to bring each such bond within the dollar limit of authority as set forth herein. This appointment may be revoked at any time by the Company. The execution of such bonds and undertakings in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal office in Long Grove, Illinois. This Power of Attorney is executed by authority of resolutions adopted by the Executive Committees of the Boards of Directors of the Company on February 23, 1988 at Chicago, Illinois, true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings, obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process." This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the Executive Committee of the Boards of Directors of the Company at a meeting duly called and held on the 23rd day of February, 1988: "VOTED, That the signature of the Chairman of the Board, the President, any Vice President, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile,on any power of attorney or bond executed pursuant to resolution adopted by the Executive Committee of the Board of Directors on February 23, 1988 and any such power so executed, sealed and certified with respect to any bond or undertaking to which it Is attached, shall continue to be valid and binding upon the Company." FK 09 75 (Ed. 09 01) Page 1 of 2 Printed In U.S.A. Bond Number 3SM 046 199 00 • • Premium Charged is included in Performance Bond. CITY OF SEAL BEACH AND WL HOMES, LLC SUBDIVISION LABOR AND MATERIALS BOND TRACT NO. 15402 WHEREAS, the City of Seal Beach, State of California, hereinafter designated as "CITY", and WL HOMES, LLC, hereinafter designated as "PRINCIPAL", have entered into an agreement identified as City of Seal Beach and WL HOMES, LLC Subdivision Improvement Agreement Tract No. 15402, dated April 24, 2002, hereinafter designated as "AGREEMENT", whereby PRINCIPAL agrees to install and complete certain designated public and private improvements, and which said agreement is made a part hereof; and WHEREAS, under the terms of the AGREEMENT, PRINCIPAL is required before entering upon the performance of the work, to file a good and sufficient payment bond with CITY, 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; and NOW, THEREFORE, we, PRINCIPAL and American Motorists Insurance Company as SURETY, are held and firmly bound unto the CITY and all contractors, subcontractors, laborers, materialmen, and other persons employed in the performance of the AGREEMENT and referred to in the aforementioned Civil Code provisions, in the penal sum of $ 3,995,000.00 lawful money of the United States, 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 SURETY will pay the same in an amount not exceeding the amount set forth. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Page 1 of 2 (Labor and Materials Bond) • • • If the condition of this bond is fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. SURETY hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the AGREEMENT or to the work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the AGREEMENT or to the work or to the specifications. IN WITNESS WHEREOF, this instrument has been duly executed by PRINCIPAL and SURETY above named, on APRIL 24, ;, , 2002. (Seal) (Seal) SURETY: PRINCIPAL: AMERICAN MOTORISTS INSURANCE COMPANY WL HOMES, LLC Name BY: By: \ 4 By a/ _ A// Sig . ure " ignature Name: D.J. PICARD, ATTORNEY-IN-FACT am-:--raarc,wj• 1-.. Tun_ Address: 7470 N. FIGUEROA STREET Title: Q?rz crr- or- Cac?. (7'v. LOS ANGELES, CA 90041 Address: 895 DOVE STREET, SUITE 110 NEWPORT BEACH, CA 92660 APPROVED AS TO FORM: By: ^ �,((� Ale • As.,. era' Name: AA i/ I S• • • Ina Title: ' .6/4 w e CITY Attorney Address: 895 DOVE STREET, SUIT 110 NEWPORT BEACH, CA 92660 Page 2 oft (Labor and Materials Bond) • • • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT `>a1..-a--•_-+s>...-r n.sC a.t.:•iwir)..ws,-a.�,°,n--...--. '.......t, •»>..a n n. sa..au;.a•..».7,S.»a exo,:-i.. aae.-at„aa nt cas as oQ' • State of California . ,• ti SS. i1 d County of qq J� � ' On Al hI 2 s1 ! C07. , before me, 4/ . A if .ff A. A , k/. Dille Name and Title of Officer .,'Jane Doe,N.:ry P blic I '�� f t I / 4. personally appeared at C • lG• • i• , �.- tide ace tt. , e Name(s)of Signer(s) ill to impersonally known to me r ii ❑ proved to me on the basis of satisfactory , evidence yl ' r 03303i `•, to be the person(s) whose name(s) ,is/are '$i y of "°° subscribed to the within instrument and - & ,,,,w1t '% the same to me that heirtheauthor authorized s) ti S qti�'may, s1 S5 ` ';ws ' capacity(ies), and that by hie* r/their '°o °0t9 , : signature(s) on the instrument the person(s), or "l rtyy �° the entity upon behalf of which the person(s) el ti a` DEM-...-'� acted, executed the instrument. y, Ie yl WITNESS .•j d o -i.I seal 's 8 Place Notary Seal Above Signe-ore of Notary Public 01 I0 3 i OPTIONAL s I Though the information below is not required by law, it may prove valuable to persons relying on the document 91 lg and could prevent fraudulent removal and reattachment of this form to another document. yi • SDescription of Attached Document yl d Title or Type of Document: 91 . 31 Document Date: Number of Pages: .' Signer(s) Other Than Named Above: , Capacity(ies) Claimed by Signer it Signer's Name: RIGHT THUMBPRINT )1 ❑ Individual OF SIGNER ;1 ■ Top of thumb here 'y1 ❑ Corporate Officer—Title(s): tf ^I ly ❑ Partner—❑ Limited ❑ General .' it ❑ Attorney in Fact 's1 ti ❑ Trustee 'I ❑ Guardian or Conservator •1 ❑ Other: s 8 :$' € Signer Is Representing: 's fy '9l 'avrsflY "a<S? aP-✓.a e+�e--e�-a a Sr.-r r:gflvc rvgra7re-e�--v e>s-a•ra---w—d-ea_g7erw�c'✓sws-.•.-e+�d"-en aura:-e•, 0 1997 National Notary Association•9350 De Soto Ave..P.O.Box 2402•Chatsworth,CA 91313-2402 Prod.No.5907 Reorder:Call loll Free 1-800-876-6827 • • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On 04-24-2002 before me, SEJAL P. LANGE, NOTARY PUBLIC DATE NAME,TITLE OF OFFICER-E.G.,'JANE DOE,NOTARY PUBLIC' personally appeared D.J. PICARD NAME(S)OF SIGNER(S) ® personally known to me - OR - ❑ :, 9v :: ,: U. II :: O;Ir II:PO h:: : 1,1, : : ,.. .-. :� ..' kieaxee to be the person(a) whose name(a) is/am subscribed to the within instrument and ac- knowledged to me that he/sire/taw executed the same in hiskbagthair authorized capacity(, and that by histharttheir sEJAL P.LANGE signature(a)nature//,�e,4� on the instrument the person(a), comm.#1285183 rR g YaY p ( ), z. � >h.� Notary Publlc-Caltforn{a n, or the entity upon behalf of which the N ; -. , omm.a COUNrf p (a) acted, executed the instrument. Ex ou rf sooa person (a)- My Comm. P• WITNESS my hand and official seal. • r • t7(62/79/ SIGNAID OF NOTARY OPTIONAL Though the data below is not required by law,It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER LABOR AND MATERIALS BOND BOND NUMBER 3SM 046 199 00 Tma(s) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL TWO 7 ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAWCONSERVATOR ❑ OTHER: APRIL 24, 2002 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTIIY(IES) N/A AMERICAN MOTORISTS SIGNER(S)OTHER THAN NAMED ABOVE INSURANCE COMPANY • • POWER OF ATTORNEY Know All Men By These Presents: That the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company, corporations organized and existing under the laws of the State of Illinois, having their principal office in Long Grove, Illinois (hereinafter collectively referred to as the "Company") do hereby appoint Beata A. Sensi , Sejal P. Lange , D. J. Picard , Cathy S. Kennedy , Todd M. Rohm of Orange , CA (EACH) their true and lawful agent(s) and Attorney(s)-in-Fact, to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, and as their act and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deliver any bond or undertaking which guarantees the payment or collection of any promissory note, check, draft or letter of credit. This authority does not permit the same obligation to be split into two or more bonds in order to bring each such bond withimthe dollar limit of authority as set forth herein. This appointment may be revoked at any time by the Company. The execution of such bonds and undertakings in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal office in Long Grove, Illinois. This Power of Attorney is executed by authority of resolutions adopted by the Executive Committees of the Boards of Directors of the Company on February 23, 1988 at Chicago, Illinois, true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings, obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process." This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the Executive Committee of the Boards of Directors of the Company at a meeting duly called and held on the 23rd day of February, 1988: "VOTED, That the signature of the Chairman of the Board, the President, any Vice President, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile,on any power of attorney or bond executed pursuant to resolution adopted by the Executive Committee of the Board of Directors on February 23, 1988 and any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company." FK 09 75 (Ed. 09 01) Page 1 of 2 Printed in U.S.A. ! I • In Testimony Whereof, the Company has caused this instrument to'be signed and their corporate seals to be affixed by their authorized officers, this January 10, 2002. Attested and Certified: Lumbermens Mutual Casualty Company American Motorists Insurance Company American Manufacturers Mutual Insurance Company .wl p, Cc W' 1„y>ya'i.is uric yu S coµiow tuP 111 Al % . .� DUI K. Conway, Corpor Secretary Gary J. ly,inior Vice Pres' t STATE OF ILLINOIS SS . COUNTY OF LAKE SS I, Maria I. Omori, a Notary Public, do hereby certify that Gary J. Tully and John K. Conway personally known to me to be the same persons whose names are respectively as Senior Vice President and Corporate Secretary of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company, Corporations organized and existing under the laws of the State of Illinois, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seals and delivered the said instrument as the free and voluntary act of said corporations and as their own free and voluntary acts for the uses and purposes therein set forth. "OFFICIAL SEAL" r7/a/ -� Orr)02-t MARIA I.OMORI "Iw NOTARY FMK,STATE OF ILLINOIS WCOMMISSION F%PIPL59/17 2003 Maria I. Omori, Notary Public My commission expires 9-17-03 CERTIFICATION I, J. K. Conway, Corporate Secretary of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company, do hereby certify that the attached Power of Attorney dated January 10, 2002 on behalf of the person(s) as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate; and I do further certify that the said Gary J. Tully, who executed the Power of Attorney as Senior Vice President, was on the date of execution of the attached Power of Attorney the duly elected Senior Vice President of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company on this 24TH day of APRIL 20 02 I I In M 9 3 wsroPln L . m munms g , t�tiny W e cEELcoPraPEnax F • %J 4 thr,Wei Joh ® onway, Corporate cretary This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated. • • Home Office: Long Grove, IL 60049 Fl(09 75 (Ed. 09 01) Page 2 of 2 Printed in U.S.A. • NUMBER: 35M 046 P _MUM CHARGED IS INCLUDED 199 00 IN PERFORMANCE BOND CITY OF SEAL BEACH AND WL HOMES, LLC SUBDIVISION WARRANTY BOND TRACT NO. 15402 • WHEREAS, the City of Seal Beach, State of California, hereinafter designated as "CITY", and WL HOMES, LLC, hereinafter designated as "PRINCIPAL", have entered into an agreement identified as City of Seal Beach and WL HOMES, LLC, Subdivision Improvement Agreement Tract No. 15402, dated June 12, 2002 2002, hereinafter designated as "AGREEMENT", whereby PRINCIPAL agrees to install and complete certain designated public and private improvements, and which said agreement is made a part hereof; and WHEREAS, PRINCIPAL is required to warranty the work done under the terms of the AGREEMENT for a period of one (1) year following acceptance thereof by CITY against any defective work or labor done or defective materials furnished, in the amount of twenty-five percent (25%) of the estimated cost of the improvements; NOW, THEREFORE, we, PRINCIPAL and AMERICAN MOTORISTS INSURANCE COMPANY as SURETY, are held and firmly bound unto CITY in the penal sum of$ 998,750.00, lawful money of the United States, for the payment of such sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly and severally by these presents. The condition of this obligation is such that the obligation shall become null and void if the above-bounded PRINCIPAL, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to, abide by, well and truly keep, and perform the covenants, conditions, and provisions in the 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 his or their true intent and meaning, and shall indemnify and save harmless CITY, its officers, agents, and employees, as therein stipulated; otherwise, this obligation shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including Page 1 of-2 (Warranty Bond) , • • reasonable attorney's fees, incurred by CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. SURETY hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the AGREEMENT or to the work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the AGREEMENT or to the work or to the specifications. IN WITNESS WHEREOF, this instrument has been duly executed by PRINCIPAL and SURETY above named, on JUNE 12 , 2002. (Seal) (Seal) SURETY: PRINCIPAL: AMERICAN MOTORISTS INSURANCE COMPANY WL HOMES, LLC Name frAit. RN BY: At Signats e AT ORNEY-IN-FACT Signature Name: L e: D.J. PICARD Name: I5lI Address: AMERICAN MOTORISTS INSURANCE COMPANY Title: Sic>(emf 7470 N. FIGUEROA STREET Address: 895 DOVE STREET, SUITE 110 LOS ANGELES, CA 90041 NEWPORT BEACH, CA 92660 APPROVED AS TO FORM: By: /'" pure 1&n Calee Name: fret/ Title l :�reL(� f' t ��I/h�✓1� CITY Attorney Address: 995 DOVE STREET, SUITE 170 NEWPORT BEACH, CA 92660 Page 2 of 2 (Warranty Bond) • • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT l.0..„9- -»..0S�R1� �_. 9 -..A.' A- w9>.0 BBa.<9.9.— 0S.91Lr+SLHa.An.'a.L s a. 9. 9x.0 0.0. -.'a s a_-aS. H-o'Y )I State of California ',I 61 1 County of ��i s r I //// sI r On ''C � , before me, z&k M Q e5 41 y U& , '' S, 1 1� I Name and Tit e of Officer ne Doe,Nola ubllc �) personally appeared l (mil Terry 6b } "I fA Name(s) f Signer(s) 'st S personally known to me °I 0 ❑ proved to me on the basis of satisfactory S' rti _���--E- evidence 'sr 01334/27 I. } N trpr to be the person(s) whose name(s) ,islare +I ;'' .�"� 4 subscribed to the within instrument and r. S �: ,�,;�'F acknowledged to me that Ibf e/they executed y� `•£.fir`' the same in tlis/h€r/their authorized .0 �•4 capacity(ies), and that by Whet/their s1 ex 45:.: signature(s) on the instrument the person(s), or I the entity upon behalf of which the person(s)`.:74,48 sl acted, executed the instrument. 31 WITNESS my h a. .•. o •I -al. ',I Place Notary Seal Above ' Signature of T.ary' r i0 r 91 '9 OPTIONAL -- - - 'l SI Though the information below is not required by law, it may prove valuable to persons relying on the document SI and could prevent fraudulent removal and reattachment of this form to another document. SI 1 'si Description of Attached Document 31 I. Title or Type of Document: 's• i. 's' g Document Date: Number of Pages: pl ig 'III Signer(s) Other Than Named Above: sY l ( 91 g Capacity(ies) Claimed by Signer •s1 0 Signer's Name: RIGHT THUMBPRINT yl ❑ Individual OF SIGNER '01 Top of thumb here ', ❑ Corporate Officer—Title(s): S ❑ Partner—❑ Limited ❑ General 'I ❑ Attorney in Fact ;l g ❑ Trustee s' ❑ Guardian or Conservator 9' • ❑ Other: ql 's' fl Signer Is Representing: jl ;i i. S' �^any :._ ar er�_a v d:-d'e+,a�a tea*.a+Z'er�nq'v�aL'e+'�e+t'✓Y'e*Y'a mow+v-a�✓i'ww�e>�en�a+' w��Y's'-aCet7-e�--a.�eare+':a•,C�.�e.'.d' a j� ©1997 National Notary Association•9350 De Sato Ave..P.O.Box 2402•Chatsworth,CA 91313-2402 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On 06-12-2002 before me, SEJAL P. LANGE, NOTARY PUBLIC DATE NAME,TIRE OF OFFICER-E.G.,`JANE DOE,NOTARY PUBLIC personally appeared D.J. PICARD NAME(S)OF SIGNER(S) El personally known to me - OR - El petexadxfouitexcesthatxtelsatssibstactotrevideacie to be the person(a) whose name(a) is/an subscribed to the within instrument and ac- knowledged to me that he/shelthey executed the same in hiskhagthatt authorized capacity(es), and that by hishbadthair signature(3 on the instrument the person(s), SEJAL F. or the entity upon behalf of which the ,: COMpuitic85163 m person() acted, executed the instrument. t.' Notary Public-California V7 ORANGE COUNTY W 1;4?-43. My Comm Exp.Nov 23,2004 WITNESS my hand and official seal. I OPTIONAL Though the data below is not required by law,It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER WARRANTY BOND TmFts) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL TWO ❑ ATTORNEY-IN-FACT NUMBER OF PAGES El TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: JUNE 12, 2002 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITIES) N/A AMERICAN MOTORISTS SIGNER(S)OTHER THAN NAMED ABOVE INSURANCE COMPANY • • POWER OF ATTORNEY Know All Men By These Presents: That the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company, corporations organized and existing under the laws of the State of Illinois, having their principal office in Long Grove, Illinois (hereinafter collectively referred to as the "Company") do hereby appoint Beata A. Sensi , Sejal P. Lange , D. J. Picard , Cathy S. Kennedy , Todd M. Rohm of Orange , CA (EACH) their true and lawful agent(s) and Attorney(s)-in-Fact, to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, and as their act and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deliver any bond or undertaking which guarantees the payment or collection of any promissory note, check, draft or letter of credit. This authority does not permit the same obligation to be split into two or more bonds in order to bring each such bond within the dollar limit of authority as set forth herein. This appointment may be revoked at any time by the Company. The execution of such bonds and undertakings in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal office in Long Grove, Illinois. This Power of Attorney is executed by authority of resolutions adopted by the Executive Committees of the Boards of Directors of the Company on February 23, 1988 at Chicago, Illinois, true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings, obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process." This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the Executive Committee of the Boards of Directors of the Company at a meeting duly called and held on the 23rd day of February, 1988: "VOTED, That the signature of the Chairman of the Board, the President, any Vice President, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to resolution adopted by the Executive Committee of the Board of Directors on February 23, 1988 and any such power 'so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company." FK 09 75 (Ed. 09 01) Page 1 of 2 Printed in U.S.A. • • In Testimony Whereof, the Company has caused this instrument to be signed and their corporate seals to be affixed by their authorized officers, this January 10, 2002. Attested and Certified: Lumbermens Mutual Casualty Company American Motorists Insurance Company American Manufacturers Mutual Insurance Company y i P 1 In M ° EOPIOFFiF S S LUTA.,W 3 SEFI ' LIYIU •y I; K. Conway, CoSecretary Gary J. ly, nior Vice Pres t STATE OF ILLINOIS SS COUNTY OF LAKE SS I, Maria I. Omori, a Notary Public, do hereby certify that Gary J. Tully and John K. Conway personally known to me to be the same persons whose names are respectively as Senior Vice President and Corporate Secretary of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company, Corporations organized and existing under the laws of the State of Illinois, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seals and delivered the said instrument as the free and voluntary act of said corporations and as their own free and voluntary acts for the uses and purposes therein set forth. "OFFICIAL SEAL" 722(022,0(..,j1. cn'n 14: MARIA I.OMOnI NOTARY FMK,STATE Or ILLINOIS Air COMMISSION EXPIRES 9/17/2003 Maria I. Omori, Notary Public My commission expires 9-17-03 CERTIFICATION I, J. K. Conway, Corporate Secretary of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company, do hereby certify that the attached Power of Attorney dated January 10, 2002 on behalf of the person(s) as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate; and I do further certify that the said Gary J. Tully, who executed the Power of Attorney as Senior Vice President, was on the date of execution of the attached Power of Attorney the duly elected Senior Vice President of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutual Insurance Company on this 12TH day of JUNE , 20 02 a� 4 I N nn S a [MUFF u AN ILLINOIS g , VYIV W SEAL o e aoPraaFnon Y seb "� " c.ge Johns onw ay, Corporate cretary This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated. Home Office: Long Grove, IL 60049 - FK 09 75 (Ed. 09 01) Page 2 of 2 Printed in U.S.A. • BOND NUMBER: 422013 CORRECTED ORIGINAL • • PREMIUM: $135.00 CITY OF SEAL BEACH AND WL HOMES, LLC SUBDIVISION MONUMENT BOND TRACT NO. 15402 WHEREAS, the City of Seal Beach, State of California, hereinafter designated as "CITY", and WL HOMES, LLC, hereinafter designated as "PRINCIPAL", have entered into an agreement identified as City of Seal Beach and WL Homes, LLC, Subdivision Improvement Agreement Tract No. 15402, dated June 12. 2002 , 2002, hereinafter designated as "AGREEMENT", and which said AGREEMENT is made a part hereof; and whereby PRINCIPAL has presented to the CITY for its approval a Final Subdivision Map, which Map carries the Engineer's or Surveyor's certificate that the monuments will be set on or before a specified later date; and WHEREAS, PRINCIPAL is obligated by the AGREEMENT to insure the setting of monuments to guarantee payment to the Engineer or Surveyor for setting such monuments in the subdivision, and as a prerequisite to the approval of the Final Subdivision Map; and NOW, THEREFORE, we, PRINCIPAL and SEABOARD SURETY COMPANY , as SURETY, are held and firmly bound unto the CITY in the penal sum of$ 27,000.00, lawful money of the United States, for the payment of such sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly and severally by these presents. The condition of this obligation is such that the obligation shall become null and void if the above-bounded PRINCIPAL, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to, abide by, well and truly keep, and perform the installation of monuments and stakes as specified, in the Final'Subdivision Map and the AGREEMENT, and shall indemnify and save harmless CITY, its officers, agents, and employees, as therein stipulated; otherwise, this obligation shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition_to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Page 1 of2.(Monument Bond) • • • SURETY hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. IN WITNESS WHEREOF, this instrument has been duly executed by PRINCIPAL and SURETY above named, on JUNE 12 , 2002. (Seal) (Seal) SURETY: PRINCIPAL: SEABOARD SURETY COMPANY WL HOMES, LLC Name BY: By: By: AU 4f ;I4) Signature ATTORNEY-IN-FACT Signature Name: D.J. PI CARD Name: '� eJ 6 L•ji'(p{7�C( / .Address: SEABOARD SURETY COMPANY Title: ItKYIf • 333 CITY BOULEVARD WEST, #1100 Address: 895 DOVE STREET, STE 110 ORANGE, CA 92868 NEWPORT BEACH, CA 92660 APPROVED AS TO FORM: By d.../ //�I gna're :2_ 9717 geti..tt, Nam-: TP.(YLI acute � Title: lit��f0r (7tG5ffrIutut l �1'1 CITY Attorney Address: 895 DOVE STREET, STE 11 NEWPORT BEACH, CA 92660 Page 2 of 2 (Monument Bond) • . • • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT --- �G s •a a... . - -.. - -.A.O S.a A A s a.---•»--. ni_'sitss o. o.--a o.',_: s n:T aai".w i,i.w,-,» 9,. • n --vs • @ ). iState of California sl, ss. 3 • County of (9".....T.. b' li ��,,// � � � yl On Sfye 12,U)%, before me, 3ejrj/e iV/C. 40.5 a�7Clfl , s,' Date Name and Title of ORicer e g,"Jan Doe,Notary P tic') li pd personally appeared afebeitie/fr Tay C /4or q1 t8 a e( )of Signer(s) ) )personally known to me s' li ❑ proved to me on the basis of satisfactory ;1 evidence 'ot "�� 1314111/44°44;;‘, to be the person(s) whose name(s) mare y t ostysU' R ', subscribed to the within instrument and s1 " , `, acknowledged to me thatireTShe/they executed 3I - r_.� the same in his/her%their authorized )1 f'H. d ,,� "� �;,� capacity(ies), and that by hieNaeY/their 'sl Q us.•s signature(s) on the instrument the person(s), or )1 sSk 4a, the entity upon behalf of which the person(s) r1 I �`� ' so - acted, executed the instrument. 71 le )1 t. WITNESS m •. e.n. . ici.l se.l. '01 li '01 -1i i J JZ/S s e Place Notary Seal Above Si. ature of Notary Public S1 i )1 OPTIONAL ✓ Though the information below is not required by law, it may prove valuable to persons relying on the document )l and could prevent fraudulent removal and reattachment of this form to another document. )1 il 1 Description of Attached Document sI d Title or Type of Document: ); C )1 ri Document Date: Number of Pages: '1 Signer(s) Other Than Named Above: s )1 d Capacity(ies) Claimed by Signer )I C' Signer's Name: RIGHT THUMBPRINT PI 1P1 ❑ Individual OF SIGNER )1 ft, Top of thumb here ^I tQ ❑ Corporate Officer—Title(s): )l ❑ Partner—❑ Limited ❑ General )I ii ❑ Attorney in Fact ;; % ❑ Trustee ) e ❑ Guardian or Conservator 31 ti ❑ Other: �i ) i Signer Is Representing: yl 2 ',I I )I -d d�dY°�'e'Y:dr-aY-✓°a-.a-a°ems-a'.°s're>�e�2°a Wit'✓t°ar-ar-w'd-e+ ar.°aq°a2°a2°d esr-°"-°n•^iA�Ai'i`y'{tN a-ate Div°a2°dq'+;'YKa"°eh ©1997 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402 Prod.No.5907 Reorder:Cat Toll-Free 1-800-876-6827 • t • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of ORANGE On 06-12-2002 before me, SEJAL P. LANGE, NOTARY PUBLIC DATE NAME,TITLE OF OFFICER-E.G..'JANE DOE.NOTARY PUBLIC personally appeared D.J. PICARD NAME(S)OF SIONER(S) © personally known to me - OR - ❑ pmetsbiourtexamitiectiastnefusattstagtorsexavideria to be the person(a) whose name(a) is/axe subscribed to the within instrument and ac- knowledged to me that he/stettt ay executed the same in hiskixexitbeir authorized $fdi'°°`° — capacity(rfas), and that by his/badtheir SEJAL P. LANCE its CO:NM.#72D5183 1241 signature(t) on the instrument the person$ , co r ^r NotaryP ORANGE COUNTY or the entity upon behalf of which the ti j2 . ,i ORANGE COUNTY --- MyConxn.Exp.Nov 23,20W person(s:) acted, executed the instrument. WITNESS my hand and official seal. 'VP' � � • S O NOTARY I OPTIONAL I Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER MONUMENT BOND mLE(s) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED El GENERAL TWO RI ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) El GUARDIAN/CONSERVATOR ❑ OTHER: JUNE 12, 2002 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME or PERSONS)OR ENf QES) N/A SEABOARD SURETY COMPANY SIGNER(S)OTHER THAN NAMED ABOVE ihestPdul • POWER OF ATTORNEY S Seaboard Surety Company United States Fidelity and Guaranty Company St.Paul Fire and Marine Insurance Company Fidelity and Guaranty Insurance Compare St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. St.Paul Mercury Insurance Company Power of Attorney No. 22788 Certificate No. 9 9`/ 8 0 n KNOW ALI.MEN BY THESE PRESENTS:That Seaboard Surety Company is a corporation duly organized under the laws of the State of New York.and that St. Paul Fire and Marine Insurance Company.St. Paul Guardian Insurance Company and St. Paul Mercury Insurance Company are corporations duly organized under the laws of the State of Minnesota,and that United Slates Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland.and that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters.Inc.is a corporation duly organized under the laws of the State of Wisconsin(herein collectively called the "Companies"),and that the Companies do hereby make.constitute and appoint Todd M.Rohm,D.J.Picard,Beata A. Sensi,Cathy S.Kennedy and Sejal P.Lange Orange California of the City of .State .their true and lawful Attorney(s)-in-Fact. each in their separate capacity if more than one is named above.to sign its name as surely to.and to execute,seal and acknowledge any and all bonds.undertakings, contracts and other written instruments in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons. guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings reyuire'd or permitted inane actions or proceedings allowed by law. IN WITNESS WHEREOF.the Companies have caused this instrument'to bo si greed grid e,ded*Ihis ' 12th day of October 2001 Seaboard Surety Company `- United States Fidelity and Guaranty Company St, Paul Fire and Marine Insurance Compare' Fidelity and Guaranty Insurance Company St. Paul Guardian Insurance Company. ' - . - Fidelity and Guaranty Insurance Underwriters.Inc St. Paul Mercury Insurance Company' 114-4.I1c1-7 ..rw4WEr�g, ��* ) ���� � �'� � �Ir1A� < �,'sp%tY g� eaa, 7927 1°0'grt,,�B 1(sea[. \ ssxu`� ` lags p ®8 E` 1951 State of Maryland City of Baltimore Thu-miAS E.HHIBREO TSE.Assistant Secretary On this 12th day of October 2001 . before me. the undersigned officer. personally appeared John F. Phinney and Thomas E.Haibregtse. who acknowledged themselves to be the Vice President and Assistant Secretary. respectively,of Seaboard Surety Company. St. Paul Fire and Marine Insurance Company.St. Paul Guardian Insurance Company.St.Paul Mercury Insurance Company.United States Fidelity and Guaranty Company.Fidelity and Guaranty Insurance Company,and Fidelity and Guaranty Insurance Underwriters. Inc.:and that the seals affixed to the foregoing instrument are the corporate seals of said Companies: and that they, as such. being authorized so to do.executed the foregoing instrument for the purposes therein contained by signing the names of the corporations by themselves as duly authorized officers. Ste t4, nJ ^•o. /I� ��',L Nc.111{' 1//1 In Witness Whereof,I hereunto set my hand and official seal. p My Commission expires the 13th day of July.2002. rfo„ CT1•it> REHECCA EASLEY-ONOK ALA.Notary Public 86203 Rev. 7-2000 Printed in U.S.A. II 0 This Power of Attorney is granted under and by the authority of the following resolutions adapted by the Roams of Directors of Seaboard Surety Company.St.Paul Fire and Marine Insurance Company. St. Paul Guardian Insurance Company. St. Paul Mercury Insurance Company. United States Fidelity and Guaranty Company. Fidelity and Guaranty Insurance Company.and Fidelity and Guaranty Insurance Underwriters.Inc.on September 2. 1 998.which resolutions are now in full force and effect.reading as follows: RESOLNEl),that in connection with the fidelity and surety insurance business of the Company,all bonds,undertakings,contracts and other instruments relating to said business may be signed.executed,and acknowledged by persons or entities appointed as Attorney(s)-in-Fact pursuant to a Power of Attorney issued in accordance with these resolutions. Said Power(s)of Attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company.either by the Chairman.or the President.or any Vice President or an Assistant Vice President,jointly with the Secretary or an Assistant Secretary. under their respective designations. The signature of such officers may be engraved,printed or lithographed. The signature of each of the foregoing officers and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Attorney(s)-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof.and subject to any limitations set forth therein.any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Coinpatty.and any such power so exe- cuted and certified by such facsimile signature and facsimile seal shall he valid and binding upon the Company with respect to any bond or undertaking to which it is validly attached:and RESOLVED FURTHER,that Attorney(s)-in-Fact shall have the power and authority, and. in any case, subject to the terns and limitations of the Power of Allomcy issued diem,to execute and deliver on behalf of the Company and to attach the seal of the Company to any and all bonds and undertakings.a nd other writings obligatory in the nature thereof,and any such instrument executed by such Attorney(s)-in-Fact shall be as binding upon the Company as if signed by an Executive Officer and sealed and attested to be the Secretary of the Company. I.Thomas E. Hu ibregtse.Assistant Secretary of Seaboard Surety Company. St. Paul Fire and Marine Insurance Company.St. Paul Guardian Insurance Company. St. Paul Mercury Insurance Company.United Stales Fidelity and Guaranty Company,Fidelity and Guaranty Insurance Company.and Fidelity and Guaranty Insurance Underwriters.Inc.do hereby certify that the above and foregoing is n true and correct copy of the Power of Attorney executed by said Companies.which is in full hate and effect and has not been revoked. IN TE51'IM(lNv WHEREOF, I hereunto set my hand this 12TH day of JUNE , 2002 . WYry �rtRF er .,, �}1Y4y TY 927 ,. gi co. FFFRRR111 a t i 'amWam\ .ii SEA L 1896 1977 g 195, °F^s`s ' 'y A81 '� Thomas E Huibregtse \.sisaanr Secretary lb verify the authenticity ol'this Power of Attorney,cal(1-R00-d31=3880'and ask for the Power o(Attarnev clerk. Please refer to the Power(if Attorney number, �c �he Rate the above-named individuals and the details of the bond to e�/rich the pnwer,ts attached?. s';',.\1/42 J--�- tC 3 ,1k 1 �L 3'• w - <l._,