Exhibit 4 - Improvement and Credit Agreement — Corona City Council, March 15, 2023

DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 For Use Between Public Agency and Developer
"Master Agreement"

IMPROVEMENT AND CREDIT / REIMBURSEMENT AGREEMENT

TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM
This IMPROVEMENT AND CREDIT AGREEMENT (Agreement") is entered into this 17th day of March, 2021, (the "Effective Date") by and between the City of Corona, a municipal corporation ("AGENCY"), and CI Rancho II, LLC, a California limited liability company, with its principal place of business at 17 Corporate Plaza Drive, Suite 250, Newport Beach, CA 92660 ("Developer"). AGENCY and Developer are sometimes hereinafter referred to individually as "Party" and collectively as "Parties".

RECITALS
WHEREAS, Developer owns 3.38 acres of real property located within the AGENCY of City of Corona, California, which is more specifically described in the legal description set forth in Exhibit "A-l", attached hereto and incorporated herein by this reference ("Property"); WHEREAS, Developer has requested from AGENCY-certain entitlements and/or permits for the construction of improvements on the Property, which are more particularly described as Parcel Map 37747 as depicted in Exhibit "A-2" ("Project"); WHEREAS, the AGENCY is a member agency of the Western Riverside Council of Governments ("WRCOG"), a joint powers agency comprised of the County of Riverside and 18 cities located in Western Riverside County. WRCOG is the administrator for the Transportation Uniform Mitigation Fee ("TUMF") Program;
WHEREAS, as part of the TUMF Program, the AGENCY has adopted "Transportation Uniform Mitigation Fee Nexus Study: 2016 Update" ("2016 Nexus Study") WHEREAS, as a condition to AGENCY's approval of the Project, AGENCY has required Developer to construct certain street and transportation system improvements) of regional importance ("TUMF Improvements");
WHEREAS, pursuant to the TUMF Program, the AGENCY requires Developer to pay the TUMF which covers the Developer's fair share of the costs to deliver those TUMF Improvements that help mitigate the Project's traffic impacts and burdens on the Regional System of Highways and Arterials (also known as the "TUMF Network"), generated by the Project and that are necessary to protect the safety, health and welfare of persons that travel to and from the Project using the TUMF Network;
WHEREAS, the TUMF Improvements have been designated as having Regional or Zonal Significance as further described in the 2016 Nexus Study and the 5 year Transportation Improvement Program as may be amended;
WHEREAS, AGENCY and Developer now desire to enter into this Agreement for the following purposes: (1) to provide for the timely delivery of the TUMF Improvements, (2) to ensure that delivery of the TUMF Improvements is undertaken as if the TUMF Improvements were constructed under the direction and authority of the AGENCY, (3) to provide a means by 20323.00004\30163105.2
EXHIBIT 4
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 which the Developer's costs for project delivery of the TUMF Improvements and related right- of-ways is offset against Developer's obligation to pay the applicable TUMF for the Project in accordance with the TUMF Administrative Plan adopted by WRCOG, and (4) to provide a means, subject to the separate approval of WROG, for Developer to be reimbursed to the extent the actual and authorized costs for the delivery of the TUMF Improvements and related right-of- way exceeds Developer's TUMF obligation.

NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, Developer and AGENCY hereby agree as follows:

TERMS

1.0 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above and agree to the incorporation of the Recitals as though fully set forth herein.

2.0 Construction of TUMF Improvements. Developer shall construct or have constructed at its own cost, expense, and liability certain street and transportation system improvements generally described as 1,045 linear feet of street improvements to accommodate widening of North Main Street from 4 to 6 lanes and 300 feet of street improvements to accommodate widening of North Main Street from 5 to 6 lanes and associated drainage and utility relocation improvements and transitional pavement marking and road signage per as depicted in Exhibit "A-3 and as shown more specifically on the plans, profiles, and specifications which have been or will be prepared by or on behalf of Developer and approved by AGENCY, and which are incorporated herein by this reference ("TUMF Improvements"). Construction of the TUMF Improvements shall include any transitions and/or other incidental work deemed necessary for drainage or public safety. Developer shall be responsible for the replacement, relocation, or removal of any component of any existing public or private improvement in conflict with the construct ion or installation of the TUMF Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of AGENCY and the owner of such improvement. Developer further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary to fully and adequately complete the TUMF Improvements.

2.1 Pre-approval of Plans and Specifications. Developer is prohibited from commencing work on any portion of the TUMF Improvements until all plans and specifications for the TUMF Improvements have been submitted to and approved by AGENCY. Approval by AGENCY shall not relieve Developer from ensuring that all TUMF Improvements conform with all other requirements and standards set forth in this Agreement.

2.2 Permits and Notices. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the TUMF Improvements and performance of Developer's obligations under this Agreement. Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer.
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2.3 Public Works Requirements. In order to insure that the TUMF Improvements will be constructed as if they had been constructed under the direction and supervision, or under the authority of, AGENCY, Developer shall comply with all of the following requirements with respect to the construction of the TUMF Improvements:
(a) Developer shall obtain bids for the construction of the TUMF Improvements, in conformance with the standard procedures and requirements of AGENCY with respect to its public works projects, or in a manner which is approved by the Public Works Department.
(b) The contract or contracts for the construction of the TUMF Improvements shall be awarded to the responsible bidders) submitting the lowest responsive bid(s) for the construction of the TUMF Improvements.
(c) Developer shall require, and the specifications and bid and contract documents shall require, all such contractors to pay prevailing wages (in accordance with Articles 1 and 2 of Chapter 1, Part 7, Division 2 of the Labor Code) and to otherwise comply with applicable provisions of the Labor Code, the Government Code and the Public Contract Code relating to public works projects of cities/counties and as required by the procedures and standards of AGENCY with respect to the construction of its public works projects or as otherwise directed by the Public Works Department.
(d) All such contractors shall be required to provide proof of insurance coverage throughout the term of the construction of the TUMF Improvements which they will construct in conformance with AGENCY's standard procedures and requirements.

Developer and all such contractors shall comply with such other equirements relating to the construction of the JUMP Improvements which AGENCY ma impose by written notification delivered to Developer and each such contractor at any time, either prior to the receipt of bids by Developer for the construction of the TUMF Improvements, or, to the extent required as a result of changes in applicable laws, during the progress of construction thereof.

Developer shall provide proof to AGENCY, at such intervals and in such form as AGENCY may require that the foregoing requirements have been satisfied as to the TUMF Improvements.

Quality of Work; Compliance With Laws and Codes. The construction plans and specifications for the TUMF Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements.

The TUMF Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with AGENCY, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements applicable at the time work is actually commenced

2.5 Standard of Performance. Developer and its contractors, if any, shall perform all work required, constructing the TUMF Improvements in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and maintains that it or its 20323.00004\30163105.2 -3-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 contractors shall be skilled in the professional calling necessary to perform the work. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement.

2.6 Alterations to TUMF Improvements. All work shall be done and the TUMF Improvements completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation it is determined that the public interest requires alterations in the TUMF Improvements, Developer shall undertake such design and construction changes as may be reasonably required by AGENCY. Any and all alterations in the plans and specifications and the TUMF Improvements to be completed may be accomplished without first giving prior notice thereof to Developer's surety for this Agreement.

3.0 Maintenance of TUMF Improvements. AGENCY shall not be responsible or liable for the maintenance or care of the TUMF Improvements until AGENCY approves and accepts them.

AGENCY shall exercise no control over the TUMF Improvements until accepted. Any use by any person of the TUMF Improvements, or any portion thereof, shall be at the sole and exclusive risk of Developer at all times prior to AGENCY's acceptance of the TUMF Improvements.

Developer shall maintain all of the TUMF Improvements in a state of good repair until they are completed by Developer and approved and accepted by AGENCY, and until the security for the performance of this Agreement is released. It shall be Developer's responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by AGENCY. If Developer fails to properly prosecute its maintenance obligation under this section, AGENCY may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Developer and its surety under this Agreement.

AGENCY shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the TUMF Improvements or their condition prior to acceptance. In no event shall WRCOG be responsible for the maintenance, operation or care of the TUMF Improvements

4.0 Fees and Charges. Developer shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of the construction of the TUMF Improvements, including, but not limited to, all plan check, design review, engineering, inspection, sewer treatment connection fees, and other service or impact fees established by AGENCY.

5.0 AGENCY Inspection of TUMF Improvements. Developer shall, at its sole cost, expense, and liability, and at all times during construction of the TUMF Improvements, maintain reasonable and safe facilities and provide safe access for inspection by AGENCY of the TUMF Improvements and areas where construction of the TUMF Improvements is occurring or will occur.

6.0 Liens. Upon the expiration of the time for the recording of claims of liens as prescribed by Sections 8412 and 8414 of the Civil Code with respect to the TUMF Improvements, Developer shall provide to AGENCY such evidence or proof as AGENCY shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment to the 20323.00004 30163105.2 -4-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 construction of the TUMF Improvements, have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. Rather than await the expiration of the said time for the recording of claims of liens, Developer may elect to provide to AGENCY a title insurance policy or other security acceptable to AGENCY guaranteeing that no such claims of liens will be recorded or become a lien upon any of the Property.

7.0 Acceptance of TUMF Improvements; As-Built or Record Drawings. If the TUMF Improvements are properly completed by Developer and approved by AGENCY, and if they comply with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements, AGENCY shall be authorized to accept the TUMF Improvements. AGENCY may, in its sole and absolute discretion, accept fully completed portions of the TUMF Improvements prior to such time as all of the TUMF Improvements are complete, which shall not release or modify Developer's obligation to complete the remainder of the TUMF Improvements. Upon the total or partial acceptance of the TUMF Improvements by AGENCY, Developer shall file with the Recorder's Office of the County of Riverside a notice of completion for the accepted TUMF Improvements in accordance with California Civil Code sections 8182, 8184, 9204, and 9208 ("Notice of Completion"), at which time the accepted TUMF Improvements shall become the sole and exclusive property of AGENCY without any payment therefore. Notwithstanding the foregoing, AGENCY may not accept any TUMF Improvements unless and until Developer provides one (1) set of "as-built" or record drawings or plans to the AGENCY for all such TUMF Improvements. The drawings shall be certified and shall reflect the condition of the TUMF Improvements as constructed, with all changes incorporated therein.

8.0 Warranty and Guarantee.

Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of the TUMF Improvements, for a period of one (1) year following completion of the work and acceptance by AGENCY ("Warranty"). During the Warranty, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the TUMF Improvements, in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of AGENCY, and to the approval of AGENCY. All repairs, replacements, or reconstruction during the Warranty shall be at the sole cost, expense, and liability of Developer and its surety. As to any TUMF Improvements which have been repaired, replaced, or reconstructed during the Warranty, Developer and its surety hereby agree to extend the Warranty for an additional one (1) year period following AGENCY's acceptance of the repaired, replaced, or reconstructed TUMF Improvements. Nothing herein shall relieve Developer from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any TUMF Improvement following expiration of the Warranty or any extension thereof. Developer's warranty obligation

9.0 Administrative Costs. If Developer fails to construct and install all or any part of the TUMF Improvements, or if Developer fails to comply with any other obligation contained herein, Developer and its surety shall be jointly and severally liable to AGENCY for all administrative expenses, fees, and costs, including reasonable attorney's fees and costs, incurred in obtaining compliance with this Agreement or in processing any legal action or for any other remedies permitted by law.
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10.0 Default; Notice: Remedies.

10.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if AGENCY determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, AGENCY may at any time thereafter declare Developer to be in default or violation of this Agreement and make written demand upon Developer or its surety, or both, to immediately remedy the default or violation ("Notice"). Developer shall substantially commence the work required to remedy the default or violation within five (5) days of the Notice. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, AGENCY may provide the Notice verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof. Immediately upon AGENCY's issuance of the Notice, Developer and its surety shall be liable to AGENCY for all costs of construction and installation of the TUMF Improvements and all other administrative costs or expenses as provided for in this Section 10.0 of this Agreement.

10.2 Failure to Remedy; AGENCY Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a completion acceptable to AGENCY within the time frame contained in the Notice, AGENCY may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its sole and absolute discretion it believes is required to remedy the default or violation. All such work or remedial activity shall be at the sole and absolute cost, expense, and liability of Developer and its surety, without the necessity of giving any further notice to Developer or surety. AGENCY's right to take such actions shall in no way be limited by the fact that Developer or its surety may have constructed any of the TUMF Improvements at the time of AGENCY's demand for performance. In the event AGENCY elects to complete or arrange for completion of the remaining work and the TUMF Improvements, AGENCY may require all work by Developer or its surety to cease in order to allow adequate coordination by AGENCY.

10.3 Other Remedies. No action by AGENCY pursuant to this Section 10.0 et seg. of this Agreement shall prohibit AGENCY from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law.

AGENCY may exercise its rights and remedies independently or cumulatively, and AGENCY may pursue inconsistent remedies. AGENCY may institute an action for damages, injunctive relief, or specific performance.

11.0 Security; Surety Bonds. Prior to the commencement of any work on the TUMF Improvements, Developer or its contractor shall provide AGENCY with surety bonds in the amounts and under the terms set forth below ("Security"). The amount of the Security shall be based on the estimated actual costs to construct the TUMF Improvements, as determined by AGENCY after Developer has awarded a contract for construction of the TUMF Improvements to the lowest responsive and responsible bidder in accordance with this Agreement (Estimated Costs") attached hereto as Exhibit "A-4". If AGENCY determines, in its sole and absolute discretion, that the Estimated Costs have changed, Developer or its contractor shall adjust the Security in the amount requested by AGENCY. Developer's compliance with this Section 11.0 et seq. of this Agreement shall in no way limit or modify Developer's indemnification obligation provided in Section 12.0 of this Agreement.
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11.1 Performance Bond. To guarantee the faithful performance of the TUMF Improvements and all the provisions of this Agreement, to protect AGENCY if Developer is in default as set forth in Section 10.0 et seg. of this Agreement, and to secure the one-year guarantee and warranty of the TUMF Improvements, Developer or its contractor shall provide AGENCY a faithful performance bond in an amount which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The AGENCY may, in its sole and absolute discretion, partially release a portion or portions of the security provided under this section as the TUMF Improvements are accepted by AGENCY, provided that Developer is not in default on any provision of this Agreement and the total remaining security is not less than $546,000.00 (100%) of the Estimated Costs. All security provided under this section shall be released at the end of the Warranty period, or any extension thereof as provided in Section 11.0 of this Agreement, provided that Developer is not in default on any provision of this Agreement.

11.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, materialmen, and other persons furnishing labor, materials, or equipment for performance of the TUMF Improvements and this Agreement, Developer or its contractor shall provide AGENCY a labor and materials bond in an amount which sum shall not be less than one hundred percent (100%) of the Estimated Costs. The security provided under this section may be released by written authorization of AGENCY after six (6) months from the date AGENCY accepts the TUMF Improvements. The amount of such security shall be reduced by the total of all stop notice or mechanic's lien claims of which AGENCY is aware, plus an amount equal to twenty percent (20%) of such claims for reimbursement of AGENCY's anticipated administrative and legal expenses arising out of such claims.

11.3 Additional Requirements. The surety for any surety bonds provided as Security business in California, and shall be satisfactory to AGENCY. As part of the obligation secured by the Security and in addition to the face amount of the Security, Developer, its contractor or the surety shall secure the costs and reasonable expenses and fees, including reasonable attorney's fees and costs, incurred by AGENCY in enforcing the obligations of this Agreement.

Developer, its contractor and the surety shall stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the TUMF Improvements, or the plans and specifications for the TUMF Improvements shall in any way affect its obligation on the Security.

11.4 Evidence and Incorporation of Security. Evidence of the Security shall be provided on the forms set forth in Exhibit "B", unless other forms are deemed acceptable by the AGENCY, and when such forms are completed to the satisfaction of AGENCY, the forms and evidence of the Security shall be attached hereto as Exhibit "B" and incorporated herein by this reference.

12.0 Indemnification. Developer shall defend, indemnify, and hold harmless AGENCY, the Western Riverside Council of Governments (WRCOG), their elected officials, board members, employees, and agents from any and all actual or alleged claims, demands, causes of action, liability, loss, damage, or injury to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state, or local governmental agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of 20323.00004\30163105.2 -7-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 Developer, its employees, contractors, or agents in connection with the performance of this Agreement, or arising out of or in any way related to or caused by the TUMF Improvements or their condition prior to AGENCY's approval and acceptance of the TUMF Improvements ("Claims"). This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys fees, and related costs or expenses, and the reimbursement of AGENCY, WROG, their elected officials, board members, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any Claim which is caused solely and exclusively by the negligence or willful misconduct of AGENCY as determined by a court or administrative body of competent jurisdiction. Developer's obligation to indemnify shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by AGENCY, WRCOG, their elected officials, board members, employees, or agents.

13.0 Insurance.

13.1 Types; Amounts. Developer shall procure and maintain, and shall require its contractors to procure and maintain, during performance of this Agreement, insurance of the types and in the amounts described below ("Required Insurance"). If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than two times the specified occurrence limit.

13.1.1 General Liability. Occurrence form general liability insurance at least as broad as Insurance Services Office Form CG 00 01, or equivalent form, with an occurance limit of Two Million Dollars ($2,000,000) and aggregate limit of Four Million Dollars ($4,000,000) for bodily injury, personal injury, and property damage.

13.1.2 Business Automobile Liability. Business automobile liability insurance at least as broad as Insurance Services Office Form CA 00 01 (coverage symbol 1 - any auto), or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any auto owned, leased, hired, or borrowed by the insured or for which the insured is responsible.

13.1.3 Workers' Compensation. Workers' compensation insurance with limits as required by the Labor Code of the State of California and employers' liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, at all times during which insured retains employees.

13.1.4 Professional Liability. For any consultant or other professional who will engineer or design the TUMF Improvements, liability insurance for errors and omissions with limits not less than Two Million Dollars ($2,000,000) per occurrence, shall be procured and maintained for a period of five (5) years following completion of the TUMF Improvements.

Such insurance shall be endorsed to include contractual liability.

13.2 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by AGENCY. At the option of AGENCY, either: (a) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects AGENCY, its elected officials, 20323.00004\30163105.2 -8-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 officers, employees, agents, and volunteers; or (b) Developer and its contractors shall provide a financial guarantee satisfactory to AGENCY guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

13.3 Additional Insured; Separation of Insureds. The Required Insurance, except for the professional liability and workers' compensation insurance, shall name AGENCY, WROG, their elected officials, board members, officers, employees, and agents as additional insureds with respect to work performed by or on behalf of Developer or its contractors, including any materials, parts, or equipment furnished in connection therewith. For Required Insurance provided by Developer's contractors, WRCOG shall be added as an additional insured using ISO CG 2038 or an exact equivalent. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to AGENCY, WRCOG, their elected officials, board members, officers, employees, or agents.

13.4 Primary Insurance; Waiver of Subrogation. The Required Insurance, except for the professional liability and workers' compensation insurance shall be primary with respect to any insurance or self-insurance programs covering AGENCY, WRCOG, their elected officials, board members, officers, employees, or agents. The Required Insurance, except for the professional liability insurance, shall provide that the insurance company waives all right of recovery by way of subrogation against AGENCY and WRCOG in connection with any damage or harm covered by such policy.

13.5 Certificates; Verification. Developer and its contractors shall furnish AGENCY with original certificates of insurance and endorsements effecting coverage for the Required Insurance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by AGENCY before work pursuant to this Agreement can begin. AGENCY reserves the right to require complete, certified copies of all required insurance policies, at any time.

13.6 Term; Cancellation Notice. Developer and its contractors shall maintain the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or endorsement which will expire prior to that date. All policies shall be endorsed to provide that the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except on thirty (30) days' prior written notice to AGENCY. If such notice of cancellation endorsements are unavailable, Developer shall provide such thirty (30) days' written notice of cancellation.

13.7 Insurer Rating. Unless approved in writing by AGENCY, all Required Insurance shall be placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least "A" and FSC-VIII.

14.0 TUMF Credit.

14.1 Developer's TUMF Obligation. Developer hereby agrees and accepts that as of the date of this Agreement, the amount Developer is obligated to pay to AGENCY pursuant to Ordinance No. 3624 as part of the TUMF Program is Eight thousand Four hundred Ninety 20323.00004\30163105.2 -9-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 Seven dollars and Seventy Five cents ($8,497.75) ("TUMF Obligation"). This TUMF Obligation shall be initially determined under the TUMF fee schedule in effect for the AGENCY at the time the Developer submits a building permit application for the TUMF Improvement.

Notwithstanding, this TUMF Obligation does not have to be paid until the Certificate of Occupancy is obtained.

14.2 Fee Adjustments. Notwithstanding the foregoing, Developer agrees that this Agreement shall not estop AGENCY from adjusting the TUMF in accordance with the provisions of Ordinance No. 3624.

14.3 Credit Offset Against TUMF Obligation. Pursuant to Ordinance No. 3624 and in consideration for Developer's obligation under this Agreement for the delivery of TUMF Improvements, credit shall be applied by AGENCY to offset the TUMF Obligation ("Credit") subject to adjustment and reconciliation under Section 14.5 of this agreement. Developer hereby agrees that the amount of the Credit shall be applied after Developer has initiated the process of project delivery of TUMF Improvements to the lowest responsible bidder in accordance with this Agreement. Developer further agrees that the dollar amount of the Credit shall be equal to the lesser of: (A) the bid amount set forth in the contract awarded to the lowest responsible bidder, or (B) the unit cost assumptions for the TUMF Improvement in effect at the time of the contract award, as such assumptions are identified and determined in the most recent TUMF Nexus Study and the TUMF Administrative Plan adopted by WROG ("Unit Cost Assumptions").

The bid amount and the Unit Cost Assumptions shall hereafter be collectively referred to as "Estimated Credit". At no time will the Credit exceed the Developer's TUMF Obligation. If the dollar amount of the Estimated Credit exceeds the dollar amount of the TUMF Obligation, Developer will be deemed to have completely satisfied its TUMF Obligation for the Project and may apply for a reimbursement agreement, to the extent applicable, as provided in Section 14.6 of this Agreement. If the dollar amount of the Estimated Credit is less than the dollar amount of the TUMF Obligation, the Developer agrees the Credit shall be applied to offset the TUMF Obligation as follows:

For residential units in the Project, the Credit shall be applied to all residential units to offset and/or satisfy the TUMF Obligation. The residential units for which the TUMF Obligation has been offset and/or satisfied by use of the Credit, and the amount of offset applicable to each unit, shall be identified in the notice provided to the Developer by AGENCY pursuant to this section.
(ii) For commercial and industrial structures in the Project, the Credit shall be applied to all commercial and industrial development to offset and/or satisfy the TUMF Obligation. The commercial or industrial structure(s) for which the TUMF Obligation has been offset and/or satisfied by use of the Credit, and the amount of offset applicable to such structure(s), shall be identified in the notice provided to the Developer by AGENCY pursuant to this section.

AGENCY shall provide Developer written notice of the determinations that AGENCY makes pursuant to this section, including how the Credit is applied to offset the TUMF Obligation as described above.
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14.4 Verified Cost of the TUMF Improvements. Upon recordation of the Notice of Completion for the TUMF Improvements and acceptance of the TUMF Improvements by AGENCY, Developer shall submit to the AGENCY Public Works Director the information set forth in the attached Exhibit "C". The AGENCY Public Works Director, or his or her designee, shall use the information provided by Developer to calculate the total actual costs incurred by Developer in delivering the TUMF Improvements covered under this Agreement ("Verified Costs"). • The AGENCY Public Works Director will use his or her best efforts to determine the amount of the Verified Costs and provide Developer written notice thereof within thirty (30) calendar days of receipt of all the required information from Developer. The AGENCY may request that WRCOG calculate the amount of the Verified Cost. In this case, the AGENCY shall provide WROG written notice and all necessary documentation and allow WRCOG fifteen (15) days to determine costs. AGENCY will make best efforts to notify Developer within the thirty (30) day timeframe of the determination.

14.5 Reconciliation; Final Credit Offset Against TUMF Obligation. The Developer is aware of and accepts the fact that Credits are speculative and conceptual in nature. The actual amount of Credit that shall be applied by AGENCY to offset the TUMF Obligation shall be equal to the lesser of: (A) the Verified Costs or (B) Unit Cost Assumptions for the TUMF Improvements as determined in accordance with Section 14.3 of this Agreement (Actual Credit"). No Actual Credit will be awarded until the Verified Costs are determined through the reconciliation process. Please be advised that while a Developer may use an engineer's estimates in order to estimate Credits for project planning purposes, the Actual Credit awarded will only be determined by the reconciliation process.
(a) TUMF Balance. If the dollar amount of the Actual Credit is less than the dollar amount of the TUMF Obligation, the AGENCY Public Works Director shall provide written notice to Developer of the amount of the difference owed ("TUMF Balance") and Developer shall pay the TUMF Balance in accordance with (insert appropriate reference for city or county to fully satisfy the TUMF Obligation (see Exhibit "F" - Example "A"). (b) TUMF Reimbursement. If the dollar amount of the Actual Credit exceeds the TUMF Obligation, Developer will be deemed to have fully satisfied the TUMF Obligation for the Project and may apply for a reimbursement agreement, to the extent applicable, as provided in Section 14.6 of this Agreement. AGENCY shall provide Developer written notice of the determinations that AGENCY makes pursuant to this section (see Exhibit "F" - Example "B").
(c) TUMF Overpayment. If the dollar amount of the Actual Credit exceeds the Estimated Credit, but is less than the TUMF Obligation, but the Actual Credit plus additional monies collected by AGENCY from Developer for the TUMF Obligation exceed the TUMF Obligation ("TUMF Overpayment"), Developer will be deemed to have fully satisfied the TUMF Obligation for the Project and may be entitled to a refund. The AGENCY's Public Works Director shall provide written notice to WROG and the Developer of the amount of the TUMF Overpayment and AGENCY shall direct WROG to refund the Developer in accordance with (insert appropriate reference for city or county) (see Exhibit "F" - Example C) 20323. 00004 30163105.2 -11-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59

14.6 Reimbursement Agreement. If authorized under either Section 14.3 or Section

14.5 Developer may apply to AGENCY and WROG for a reimbursement agreement for the amount by which the Actual Credit exceeds the TUMF Obligation, as determined pursuant to Section 14.3 of this Agreement, Ordinance No. 3624, and the TUMF Administrative Plan adopted by WRCOG ("Reimbursement Agreement"). If AGENCY and WRCOG agree to a Reimbursement Agreement with Developer, the Reimbursement Agreement shall be executed on the form set forth in Exhibit "D," and shall contain the terms and conditions set forth therein.

The Parties agree that the Reimbursement Agreement shall be subject to all terms and conditions of this Agreement, and that upon execution, an executed copy of the Reimbursement Agreement shall be attached hereto and shall be incorporated herein as a material part of this Agreement as though fully set forth herein.

14.7 Selling of Credit Agreement. The Developer may sell credits under this Agreement, but only if authorized by and in conformance with the WROG Administrative

15.0 Miscellaneous.

15.1 Assignment. Developer may, as set forth herein, assign all or a portion of its rights pursuant to this Agreement to a purchaser of a portion or portions of the Property ("Assignment"). Developer and such purchaser and assignee ("Assignee") shall provide to AGENCY such reasonable proof as it may require that Assignee is the purchaser of such portions of the Property. Any assignment pursuant to this Section shall not be effective unless and until Developer and Assignee have executed an assignment agreement with AGENCY in a form reasonably acceptable to AGENCY, whereby Developer and Assignee agree, except as may be otherwise specifically provided therein, to the following: (1) that Assignee shall receive all or a portion of Developer's rights pursuant to this Agreement, including such credit as is determined to be applicable to the portion of the Property purchased by Assignee pursuant to Section 14.0 et seq. of this Agreement, and (2) that Assignee shall be bound by all applicable provisions of this Agreement.

Relationship Between the Parties. The Parties hereby mutually agree that this Agreement shall not operate to create the relationship of partnership, joint venture, or agency between or among AGENCY. WRCOG and Developer. Developer's contractors are exclusively and solely under the control and dominion of Developer. Nothing herein shall be deemed to make Developer or its contractors an agent or contractor of AGENCY. This Agreement shall be interpreted and administered in a manner consistent with the TUMF Administrative Plan in effect at the time this Agreement is executed.

15.3 Warranty as to Property Ownership: Authority to Enter Agreement. Developer hereby warrants that it owns fee title to the Property and that it has the legal capacity to enter into this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority make this Agreement and bind each respective Party.

15.4 Prohibited Interests. Developer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Developer, to solicit or secure this Agreement. Developer also warrants that it has not paid or agreed to pay any 20323.00004\30163105.2 -12-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 company or person, other than a bona fide employee working solely for Developer, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon the making of this Agreement. For breach of this warranty, AGENCY shall have the right to rescind this Agreement without liability.

15.5 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

To AGENCY: CITY OF CORONA
400 S. Vicentia Ave.

Corona, CA 92882
Fax No. (951) 279-3785
To Developer: Costanzo Investments
Attn: Chris Costanzo
17 Corporate Plaza Dr., Suite 250
Newport Beach, CA 92660
[email protected]
Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail.

15.6 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

15.7 Construction; References; Captions. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to Developer include all personnel, employees, agents, and contractors of Developer, except as otherwise specified in this Agreement. All references to AGENCY include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

15.8 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

15.9 Termination. This Agreement shall terminate 10 years after the Effective Date, unless extended in writing by the Parties. In addition, this Agreement shall terminate 5 years after the Effective Date in the event that the TUMF Improvements as specified in the Credit Agreement is not commenced within 5 years of the Effective Date. 20323.00004130163105.2 - 13-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59

15.9.1 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.

15.9.2 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation.

15.9.3 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

15.9.4 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

15.9.5 Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of Riverside, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394.

Parties agree to x26 Time is out the sander Tri is of the distene in thomprem co anans and conditions.

Which shall consitute an uniginal and Which Allementy say bonigned ine untumens, each of

15.9.8 Entire Agreement. This Agreement contains the entire agreement between AGENCY and Developer and supersedes any prior oral or written statements or agreements between AGENCY and Developer.
[SIGNATURES OF PARTIES ON NEXT PAGE]
20323.00004 30163105.2 -14-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

DEVELOPER:

CI Rancho II. LLC Chris Costanzo
By:

Its:

Managing Member, Costanzo Investments
CITY OF CORONA:

ATTEST:

Sutria Edwardo
By:

Its: city clerk
20323.00004 301631052 -15-
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "A-1"

LEGAL DESCRIPTION OF PROPERTY
¡ATTACH BEHIND THIS PAGE]
EXHIBIT A-1
20323.00004 30768189 3
DRAFT 02/09/21
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 PRELIMINARY REPORT hicago Title Compan
YOUR REFERENCE: RDER NO.: 00127012-996-SDI-RT

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CORONA, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

LOT 23 OF CORONA CITRUS TRACT, IN THE CITY OF CORONA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 8. PAGE 24 OF MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT BEING THE INTERSECTION OF LINE NORTHEASTERLY LINE OF PARKRIDGE AVENUE (60.00 FEET WIDE) WITH THE WESTERLY LINE OF HAMNER AVENUE (74.00 FEET WIDE);
THENCE NORTH 07° 27' 00" EAST ALONG THE EASTERLY LINE OF SAID LOT, 262.51 FEET:

THENCE SOUTH 73° 10' 39" WEST, 192.63 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT; THENCE SOUTH 36° 19' 00" EAST ALONG SAID SOUTHWESTERLY LINE 253.36 FEET TO THE POINT OF BEGINNING.

ALSO EXCEPTING THEREFROM THOSE PORTIONS LYING WITHIN PARKRIDGE AND HAMNER AVENUES.

TOGETHER WITH THAT PORTION OF COTA STREET, THAT WOULD PASS BY OPERATION OF LAW, AS VACATED BY RESOLUTION NO. 2013-57, RECORDED AUGUST 27, 2013 AS INSTRUMENT NO. 2013-0420863 OFFICIAL RECORDS.

APN: 122-061-006
CLTA Preliminary Report Form - Modified (11/17/06) Page 3 DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "A-2"
•

PROJECT DEPICTION
[ATTACH BEHIND THIS PAGE]
EXHIBIT A-2
20323.00004 30163105.3
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DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 NORTH
CITY OF NORCO CITY OF CORONA PM 37747 MaN
STREET

PARKRIDGE AVENUE

COTA STREET
EXHIBIT "A-2"
PARCEL MAP 37747
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "A-3"

TUMF IMPROVEMENTS
[ATTACH BEHIND THIS PAGE]
EXHIBIT A-3
20323.00004\30163105.3
DRAFT 02/09/21
cil
PM 37747
of

PARKRIDGE OF NORCO
N.A. P ,9L7 ROAD WIDENING CORONA N. A.P.

PROPOSED 8" CURB & GUTTER

PROPOSED R/W
EXISTING AC BERM• ,Ot
,00L
EXISTING 8" CURB & GUTTER NORTH MAIN STREET ,08

EXISTING R/W
N. A.P. OL
600' (0.11 MI.) STREET IMPROVEMENTS - REMOVE EXISTING AC BERM AND WIDEN ROAD CHANGE EXISTING 4-LANE STRIPING TO 6-LANE STRIPING
PROP. EXIST. EXIST.

W'LY W'LY ELY

R/W R/W R/W
50'
VARIES VARIES +40' + 10'
io VARIES EXISTING VARIES
+16' +23.5' 100' 100'
EXIST. 8" CURB &
GUTTER (TYP) SCALE 1"= 100'
PROPOSED 8" CURB
& GUTTER

PROPOSED AC OVER AB - EXISTING AC BERM EXISTING AC PAVEMENT PM 37747 - NORTH MAIN RETAIL
NORTH MAIN STREET TUMF CREDIT - 6-LANE NORTH MAIN STREET

NOT TO SCALE

STREET IMPROVEMENTS
Drowing: R: 1412750|Exhibit \TUMF\780 - EXH - TUME PROP ST.awg Plotten: 9/29/2020 11:59 AR By: Justin Sakakura EXHIBIT "A-3" Page 1
1110 501110
10 PARKRIDGE PM 37747
N. A.P. N. A.P.

NORTH MAIN STREET
NAP
430' STRIP. IMPROV. 300' STRIP. IMPROV. GATEWAY
EXISTING: 2 NB, 3 SB EXISTING: 2 NB, 3 SB MARKET PL.

PROPOSED: 3 NB, 3 SB PROPOSED: 3 NB, 3 SB
TUMF CREDIT: 1 LANE 600' STRIPING IMPROVEMENTS
EXISTING: 2 NORTHBOUND, 2 SOUTHBOUND
PROPOSED: 3 NORTHBOUND, 3 SOUTHBOUND
TUMF CREDIT: 2 LANES 445' STRIPING IMPROVEMENTS
EXISTİNG: 2 NORTHBOUND, 2 SOUTHBOUND
200' 200'
SCALE 1"= 200'
PM 37747 • NORTH MAIN RETAIL
TUMF CREDIT - 6-LANE NORTH MAIN STREET

STRIPING IMPROVEMENTS
Droming: R: 1412780\ Exhibil \ TUMF\780 - EXH - TUME PROP SS dwa Plotted: 9/29/2020 :2:07 PM EXHIBIT "A-3" Page 2
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "A-4"

ESTIMATED COSTS
(ATTACH BEHIND THIS PAGE]
EXHIBIT A-4
20323.00004 30163105.3
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DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "A-4"

ESTIMATED COSTS

COST ITEM BID AMOUNT

1. Storm Drain for North Main St. $ 22,490.00

2. Dry Utility Relocation $94,796.00

3. Street Improvements $262,387.35

4. General* $66,003.68
TOTAL: $445,676.50
* Split by percentage of the TUMF items divided into the total North Main St. costs DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "B"

FORMS FOR SECURITY
[ATTACHED BEHIND THIS PAGE]
EXHIBIT B-1
20323.00004 30768189.3
DRAFT 02/09/21
BOND NO. 1040603
INITIAL PREMIUM: $603.00

SUBJECT TO RENEWAL

CITY OF CORONA

SUBDIVISION IMPROVEMENTS

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City Council of the City of Corona, State of California ("CITY") and CI Rancho II, LLC ("PRINCIPAL") have entered into an AGREEMENT FOR PUBLIC IMPROVEMENTS FOR PARCEL MAP 37747 - NORTH MAIN RETAIL - DWG. # 20- 029T - (PWIM2020-0017) NON-MASTER PLAN IMPROVEMENTS dated on or about the 20th day of January → 2021 ("Improvement Agreement") for public improvements to be constructed as part of the Parcel Map 37747 - North Main Retail project; WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference;
WHEREAS, the PRINCIPAL is required under the terms of the Improvement Agreement to provide a good and sufficient bond, in a form and from a surety acceptable to the CITY, for the performance of the Improvement Agreement;
NOW, THEREFORE, the PRINCIPAL and The Hanover Insurance Company, a company organized and doing business under and by virtue of the laws of the State of New Hampshire and duly licensed to conduct a general surety business in the State of California, as "SURETY," are held and firmly bound unto the CITY, as "OBLIGEE," in the sum of TWENTY FOUR THOUSAND ONE HUNDRED DOLLARS AND NO CENTS ($24,100.00) for the payment of which 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 if the above bounded PRINCIPAL, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in said Improvement Agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the CITY, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall remain in full force and effect.

As 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 the CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

The SURETY hereby stipulates and agrees that no change, extension of time, alteration or ddition to the terms of the Improvement Agreement or the work to be performed thereunder o he specifications accompanying the same shall in any manner affect its obligations on this bond and it does hereby waive notice of such change, extension, alteration or addition to the terms of the Improvement Agreement or to the work or specifications.

This bond is executed and filed to comply with Section 66499.1 of the Government Code of California as improvement security.

IN WITNESS WHEREOF, the seal and signature of said PRINCIPAL is hereto affixed, and the corporate seal and the name of said SURETY is hereto affixed and attested by its duly authorized Attorney-in-Fact at Pasadena, California, this 18th day of December, 2020.

PRINCIPAL SURETY
CI Rancho II, LLC The Hanover Insurance Company
Print Name Print Name
By: By;
Signature Signature
CHRIS COSTANTO Margareta T. Thorsen
Name
NaMANATINS mENBEER
COSTANDO INNESIMENTS Attorney-in-Fact
Title Title

12.19.20 December 18, 2020
Date Date
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPALS AND SURETY MUST BE ATTACHED TO THIS BOND.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate.is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of _ Orange
on December 190000 before me, _ May D: RusaD, Notary bobliz Date 35 tan er nsert Name and it of the fer
Chris Costanzo
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

MARY DIRUSCIO
Notary Public - California WITNESS my hand and official seal.

Orange County
Commission # 2271529
My Comm. Expires Jan 13. 2023 P
Signature
Signature of Notary Public
Place Notary Seal Above
- OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or Description of Attached Document City of fraudulent reattachment of this for to an un intended oment Title or Tvpe of Documert Sihy in Twilimene Damane 60n. Document Date: 18-19-8022 Number of Pages: ZWO Signers) Other Than Named Above: _ Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s):
• Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator • Other: • Other:

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of _ Los Angeles
On 12|18/20 before me, _ Sonia Vizcarrondo, Notary Public Date Here Insert Name and Title of the Officer
personally appeared Margareta T. Thorsen
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscriber o the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
SONIA VIZCARRONDO paragraph is true and correct
Notary Public - California
Los Angeles County WITNESS my hand and official seal.

Commission # 2256337
My Comm. Expires Sep 24, 2022
Signature
Place Natary Seal and/or Stamp Above Signature of Notary Public - OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signers) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): _ • Corporate Officer - Title(s):
• Partner - • Limited • General • Partner - • Limited • General • individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • Other:

Signer is Representing: Signer is Representing:
3880888899838281888898:9888888883183176030808888838788869889883688988888888398938 ©2017 National Notary Association

THE HANOVER INSURANCE COMPANY

MASSACHUSETTS BAY INSURANCE COMPANY

CITIZENS INSURANCE COMPANY OF AMERICA

POWER OF ATTORNEY
THIS Power of Attorey limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.

KNOW ALL PERSONS BY THESE PRESENTS:
irsuance of these presents, shall be as binding upon the Company as if they had been duly signed by the president and attested by the secretary of ti empany, in their own proper persons. Provided however, that this power of attorney limits the acts of those named herein; and they have no authority nd the Company except in the manner stated and to the extent of any limitation stated belov ny such obligations in the United States, not to exceed One Hundred Thousand and No/100 ($100,000) in any single instanc That this power is made and executed pursuant to the authority of the following Resolutions passed by the Board of Directors of said Company, and said Resolutions remain in full force and effect:

RESOLVED: That the President or any Vice President, in conjunction with any Vice President, be and they hereby are authorized and empowered to appoint Attomeys-in-fact of the Company, in its name and as it acts, to execute and acknowledge for and on its behalf as surety, any and all bonds, recognizances, contracts of indemnity, waivers of citation and all other writings obligatory in the nature thereof, with power to attach thereto the seal of the Company. Any such writings so executed by such Attorneys-in-fact shall be binding upon the Company as ifthey had been duly executed and acknowledged by the regularly elected officers of the Company in their own proper persons.

IN WITNESS WHEREOF, THE HANOVER INSURANCE COMPANY, MASSACHUSETTS BAY INSURANCE COMPANY and CITIZENS INSURANCE COMPANY OF AMERICA have caused these presents to be sealed with their respective corporate seals, duly attested by two Vice Presidents, this 16t day of August, 2017.

The Hanover Insurance Company
Massachusetts Bay Insufance Company The Hanover Insurance Company Massachusetts Bay Insurance Company
Citizens Insurance Company of America Citizens Insurance Company of America enos 14 Kauriel
John C. Roche, EVP and President James H. Kawiecki, Vice President

THE COMMONWEALTH OF MASSACHUSETTS)
COUNTY OF WORCESTER SS.

DIANE J. MANINO
Diane J. Mario. Notary Public
My Commission Expine: March 4. 2022
L. the ica, hereby device frate about an are er is a fu, read core any see original over of ory sue by sata Come Ces, any do hereby further certify that the said Powers of Attorney are still in force and effect GIVEN under my hand and the seals of said Companies, at Worcester, Massachusetts, this 18thday of December 2020 CERTIFIED COPY Talk A.

Theodore G. Martincz, Vice President i
BOND NO. 1040603

PREMIUM INCLUDED

IN PERFORMANCE BOND

CITY OF CORONA

SUBDIVISION IMPROVEMENTS

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City Council of the City of Corona, State of California ("CITY") and Cl Rancho II. LLC ("PRINCIPAL") have entered into an AGREEMENT FOR PUBLIC IMPROVEMENTS FOR PARCEL MAP 37747 - NORTH MAIN RETAIL - DWG. # 20- 029T - (PWIM2020-0017) NON-MASTER PLAN IMPROVEMENTS dated on or about the 20th day of January → 20,21 ("Improvement Agreement") for public improvements to be constructed as part of the Parcel Map 37747 - North Main Retail project; WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference;
WHEREAS, the PRINCIPAL is required under the terms of the Improvement Agreement to provide a good and sufficient bond, in a form and from a surety acceptable to the 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; NOW, THEREFORE, the PRINCIPAL and The Hanover Insurance Company, a company organized and doing business under and by virtue of the laws of the State of New Hampshire and duly licensed to conduct a general surety business in the State of California, as "SURETY," are held and firmly bound unto the CITY and all contractors, subcontractors, laborers, materialmen and any others employed in the performance of the Improvement Agreement and referred to in the California Civil Code provisions referenced above, as "OBLIGEES," in the

TWELVE THOUSAND ONE HUNDRED DOLLARS AND NO CENTS
($12,100.00) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that the SURETY will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the CITY in successfully enforcing such obligation, such costs, expenses and fees to be fixed by the court, awarded, taxed as costs and included in the judgment therein rendered
Should the condition of this bond be fully performed, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

This bond is executed and filed to comply with Section 66499.2 of the California Government Code as improvement security. 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 California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. such change, extension, alteration or addition.

The undersigned hereby bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

PRINCIPAL SURETY
CI Rancho II, LLC The Hanover Insurance Company
Print Name Print Name
By: ency By
Signature Signature
Chrs Castanzs Margareta T. Thorsen
Name
Nam anaging Member
costanzo invastments Attorney-in-Fact
Title Title

12.19.20 December 18, 2020
Date Date
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPALS AND SURETY MUST BE ATTACHED TO THIS BOND. 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate.is attached, and not the truthfulness, accuracy, or validity of that document.

State of California . )
County of
Mary Dikusco, Notary Public
Chriz Costanto Here Insert Name and Title of/the Officer personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

MARY DIRUSCIO WITNESS my hand and official seal.

Notary Public - California
Orange County
Commission # 2271529 Men. Theser
My Comm. Expires Jan 13, 2023 Signature.

Signature of Notary Public
Place Notary Seal Above
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Number of Pages: 7 W Signers) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s): - • Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator • Other: • Other:

State of California
County of Los Angeles
On. 12/18/20 before me, _Sonia Vizcarrondo, Notary Public Date Here insert Name and Title of the Officer
personally appeared Margareta T. Thorsen
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
SONIA VIZCARRONDO paragraph is true and correct.

Notary Public - California
Los Angeles County WITNESS my hand and official seal.

Commission # 2256337
My Comm. Expires Sep 24, 2022
Areas
Signature incavendo
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Title or Type of Document:

DocumentDate: _ Number of Pages:

Signer(s) Other Than Named Above:

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Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s):
• Partner - • Limited • General • Partner - O Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator D Other: • Other:

Signer is Representing: Signer is Representing:
©2017 National Notary Association

THE HANOVER INSURANCE COMPANY

MASSACHUSETTS BAY INSURANCE COMPANY

CITIZENS INSURANCE COMPANY OF AMERICA

POWER OF ATTORNEY
THIS Power of Attomey limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.

KNOW ALL PERSONS BY THESE PRESENTS:
hat THE HANOVER INSURANCE COMPANY and MASSACHUSETTS BAY INSURANCE COMPANY, both being corporations organized and existin nder the laws of the State of New Hampshire, and CITIZENS INSURANCE COMPANY OF AMERICA, a corporation organized and existing under th laws of the State of Michigan, (hereinafter individually and collectively the "Company") does hereby constitute and appoint, Steve Titus and/or Margareta Thorsen
ind the Company except in the manner stated and to the extent of any limitation stated below Any such obligations in the United States, not to exceed One Hundred Thousand and No/100 ($100,000) in any single instance That this power is made and executed pursuant to the authority of the following Resolutions passed by the Board of Directors of said Company, and said Resolutions remain in full force and effect:

RESOLVED: That the President or any Vice President, in conjunction with any Vice President, be and they hereby are authorized and empowered to appoint Attomeys-in-fact ofthe Company, in its name and as it acts, to execute and acknowledge for and on its behalf as surety, any and all bonds, recognizances, contracts of indemnity, waivers of citation and all other writings obligatory in the nature thereof, with power to attach thereto the seal of the Company. Any such writings so executed by such Attorneys-in-fact shall be binding upon the Company as if they had been duly executed and acknowiedged by the regularly elected officers of the Company in their own proper persons.

RESOLVED: That any and all Powers of Attorney and Certified Copies of such Powers of Attorney and certification in respect thereto, granted and executed by the President or Vice President in conjunction with any Vice President of the Company, shall be binding on the Company to the same extent as if all signatures therein were manually affixed, even though one or more of any such signatures thereon may be facsimile. (Adopted October 7, 1981 - The Hanover Insurance Company; Adopted April 14, 1982 - Massachusetts Bay Insurance Company; Adopted September 7, 2001 - Citizens Insurance Company of America) IN WITNESS WHEREOF, THE HANOVER INSURANCE COMPANY, MASSACHUSETTS BAY INSURANCE COMPANY and CITIZENS INSURANCE COMPANY OF AMERICA have caused these presents to be sealed with their respective corporate seals, duly attested by two Vice Presidents, this 16th day of August, 2017.

The Hanover Insurance Company
Massachusetts Bay Insulance Company The Hanover Insurance Company Citizens Insurance Company of America Massachusetts Bay Insurance Company Citizens Insurance Company of America
John C. Roche, EVP and President James H. Kawiecki, Vice President COUNTY OF WORCESTER THE COMMONWEALTH OF MASSACHUSETTS 1s5. subscribed to said instrument by the authority and direction of said Corporations.

DIANE S. MARINO
Pubtio
My Coromll
Diane J. Martha, Nolars Public
My Commission Expire: March 4. 2022
A me end rigned vic Preite of an are in a i e an oratory see Dry inal Paner or flore sued by sari Companies, any do hereby further certify that the said Powers of Attorney are still in force and effect.

GIVEN under my hand and the seals of said Companies, at Worcester, Massachusetts, this 18thday of December 2020

CERTIFIED COPY

BOND INCREASE RIDER
To be attached and form part of bond no. 1040603, in favor of City of Corona and on behalf of Cl Rancho II, LLC. It is agreed that, The Hanover Insurance Company hereby gives its consent to amend the bond as follows:

Increase the payment bond amount
From: Twelve Thousand One Hundred and no/100s ($12,100.00) To: Twenty Four Thousand One Hundred and no/100s ($24,100.00) Provided, however that the attached bond shall be subject to all its agreements, limitations, and conditions except as herein expressly modified, and that the liability of the Surety under the attached bond and under the attached bond as changed by this rider shall not be cumulative.

This change to become effective the 18th day of December, 2020.

Signed and sealed this 12th day of February, 2021.

The Hanover Insurance Company
By NeT tu
largareta T. Thorse
Attorney-in-Fact
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 88338698388828883388898%8828583800822/3381819388888835288 81892n: SS87818818 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of _ Los Angeles
On 2/12/21 Sonia Vizcarrondo, Notary Public
before me, -
Date Here Insert Name and Title of the Officer
personally appeared Margareta T. Thorsen
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribec to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Commission # 2256337
My Comm. Expires Sep 24, 2022
bria Vescaundo
Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public

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Description of Attached Document
Title or Type of Document:

Document Date:
_ Number of Pages:

Signers) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Titles): - • Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual
• Attorney in Fact
• Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • Other:

Signer is Representing: Signer is Representing:
588S3806838850899833688889855883838532
©2017 National Notary Association

THE HANOVER INSURANCE COMPANY

MASSACHUSETTS BAY INSURANCE COMPANY

CITIZENS INSURANCE COMPANY OF AMERICA

POWER OF ATTORNEY
THIS Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.

KNOW ALL PERSONS BY THESE PRESENTS:

That THE HANOVER INSURANCE COMPANY and MASSACHUSETTS BAY INSURANCE COMPANY, both being corporations organized and existing under the laws of the State of New Hampshire, and CITIZENS INSURANCE COMPANY OF AMERICA, a corporation organized and existing under the laws of the State of Michigan, (hereinafter individually and collectively the "Company") does hereby constitute and appoint, Steve Titus and/or Margareta Thorsen
Of Integro Insurance Brokers of Pasadena, CA each individually, if there be more than one named, as its true and lawful attorneys)-in-fact to sign, execute, seal, acknowledge and deliver for, and on its behalf, and as its act and deed any place within the United States, any and all surety bonds, recognizances, undertakings, or other surety obligations. The execution of such surety bonds, recognizances, undertakings or surety obligations, in pursuance of these presents, shall be as binding upon the Company as if they had been duly signed by the president and attested by the secretary of the Company, in their own proper persons. Provided however, that this power of attorney limits the acts of those named herein; and they have no authority to bind the Company except in the manner stated and to the extent of any limitation stated below:

Any such obligations in the United States, not to exceed One Hundred Thousand and No/100 ($100,000) in any single instance That this power is made and executed pursuant to the authority of the following Resolutions passed by the Board of Directors of said Company, and said Resolutions remain in full force and effect:

RESOLVED: That the President or any Vice President, in conjunction with any Vice President, be and they hereby are authorized and empowered to appoint Attorneys-in-fact of the Company, in its name and as it acts, to execute and acknowledge for and on its behalf as surety, any and all bonds, recognizances, contracts of indemnity, waivers of citation and all other writings obligatory in the nature thereof, with power to attach thereto the seal of the Company. Any such writings so executed by such Attorneys-in-fact shall be binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company in their own proper persons.

RESOLVED: That any and all Powers of Attorney and Certified Copies of such Powers of Attorney and certification in respect thereto, granted and executed by the President or Vice President in conjunction with any Vice President of the Company, shall be binding on the Company to the same extent as if all signatures therein were manually affixed, even though one or more of any such signatures thereon may be facsimile. (Adopted October 7, 1981 - The Hanover Insurance Company; Adopted April 14, 1982 - Massachusetts Bay Insurance Company; Adopted September 7, 2001 - Citizens Insurance Company of America IN WITNESS WHEREOF, THE HANOVER INSURANCE COMPANY, MASSACHUSETTS BAY INSURANCE COMPANY and CITIZENS INSURANCE COMPANY OF AMERICA have caused these presents to be sealed with their respective corporate seals, duly attested by two Vice Presidents, this 16th day of August, 2017.

The Hanover Insurance Company
Massachusetts Bay Insufance Company The Hanover Insurance Company Citizens Insurance Company of America Massachusetts Bay Insurance Company Citizens Insurance Company of America
Akamal
John C. Roche, EVP and President James H. Kawiecki, Vice President

THE COMMONWEALTH OF MASSACHUSETTS)
COUNTY OF WORCESTER SS.

On this 16th day of August, 2017 before me came the above named Vice Presidents of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, to me personally known to be the individuals and officers described herein, and acknowledged that the seals affixed to the preceding instrument are the corporate seals of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, respectively, and that the said corporate seals and their signatures as officers were duly affixed and subscribed to said instrument by the authority and direction of said Corporations.

DIANE J. MARINO
sane nareno
Diane 1. Mapto, Notary Public
My Commission Expires March 4, 2022

1. the undersigned Vice President of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, hereby certify that the above and foregoing is a full, true and correct copy of the Original Power of Attorney issued by said Companies, and do hereby further certify that the said Powers of Attorney are still in force and effect.

GIVEN under my hand and the seals of said Companies, at Worcester, Massachusetts, this 12thday of February 2021

CERTIFIED COPY
Theodore G. Martinez. Vice President
i.
• •
BOND NO. 1040604
INITIAL PREMIUM: $13,650.00

SUBJECT TO RENEWAL

CITY OF CORONA

SUBDIVISION IMPROVEMENTS

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City Council of the City of Corona, State of California ("CITY") and CI Rancho II, LLC ("PRINCIPAL") have entered into an AGREEMENT FOR PUBLIC IMPROVEMENTS FOR PARCEL MAP 37747 - NORTH MAIN RETAIL - DWG. # 20- 029S - (PWIM2020-0016) NON-MASTER PLAN IMPROVEMENTS dated on or about the 20th day of January 20 2! ("Improvement Agreement") for public improvements to be construeted as part of the Parcel Map 37747 - North Main Retail project; WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference;
WHEREAS, the PRINCIPAL is required under the terms of the Improvement Agreement to provide a good and sufficient bond, in a form and from a surety acceptable to the CITY, for the performance of the Improvement Agreement;
NOW, THEREFORE, the PRINCIPAL and The Hanover Insurance Company, a company organized and doing business under and by virtue of the laws of the State of New Hampshire and duly licensed to conduct a general surety business in the State of California, as "SURETY," are held and firmly bound unto the CITY, as "OBLIGEE," in the sum of FIVE HUNDRED FOURTY SIX THOUSAND DOLLARS AND NO CENTS ($546,000.00) for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

As 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 the CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

The SURETY hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Improvement Agreement or the work to be performed thereunder or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of such change, extension, alteration or addition to the terms of the Improvement Agreement or to the work or specifications.

This bond is executed and filed to comply with Section 66499.1 of the Government Code of California as improvement security.

PRINCIPAL SURETY
CI Rancho II, LLC The Hanover Insurance Company
Print Name Print Name
By: aL g By:

Signature
CHRA COSTANZO Margareta T. Thorsen
Name Name
Managicastanto Man Investnents, 2c Attorney-in-Fact
Title Title

12.19.20 December 18, 2020
Date Date
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPALS AND SURETY MUST BE ATTACHED TO THIS BOND.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate.is: attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
Man DiKusco Notary public
/ Here Insert Name and Title of the Officer
personally appeared Chris Castanzo
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

MARY DIRUSCIO WITNESS my hand and official seal.

Notary Public - California
Orange County
Commission # 2271529 Many
My Comm. Expires Jan 13, 2023 Signature
(planative / Nolary Public.

Place Notary Seal Above
- OPTIONAL
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Title or Type of Document: Sindision Implements ferfernance Document Date: 18-14 000z Number of Pages: TWO Signers) Other Than Named Above:

Capacity(ies) Claimed by Signers)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s):
• Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator • Other: • Other:

State of California
County of _ Los Angeles
On. 12/18/20 before me, _Sonia Vizcarrondo, Notary Public Date Here Insert Name and Title of the Officer
personally appeared Margareta T. Thorsen
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

SONIA VIZCARRONDO
Notary Public - California
Los Angeles County WITNESS my hand and official seal.

Coitmission # 2256337
My Comm. Expires Sep 24, 2022
Bonas
Signature.

Place Notary Seal and/or Stamp Above
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Description of Attached Document
Title or Type of Document:

Document Date: _ Number of Pages:

Signers) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s):
• Partner - • Limited • General • Partner - O Limited • General • Individual • Attorney in Fact • Individual
• Attorney in Fact
• Trustee • Guardian of Conservator D Trustee • Guardian of Conservator • Other: • Other:

Signer is Representing: Signer Is Representing:
58888086888938388832
©2017 National Notary Assoclation

THE HANOVER INSURANCE COMPANY

MASSACHUSETTS BAY INSURANCE COMPANY

CITIZENS INSURANCE COMPANY OF AMERICA

POWER OF ATTORNEY
THIS Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.

KNOW ALL PERSONS BY THESE PRESENTS:

RESOLVED: That the President or any Vice President, in conjunction with any Vice President, be and they hereby are authorized and empowered to appoint Attorneys-in-fact of the Company, in its name and as it acts, to execute and acknowledge for and on its behalf as surety, any and all bonds, recognizances, contracts of indemnity, waivers of citation and all other writings obligatory in the nature thereof, with power to attach thereto the seal of the Company. Any such writings so executed by such Attomeys-in-fact shall be binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company in their own proper persons.

RESOLVED: That any and all Powers of Attorney and Certified Copies of such Powers of Attorney and certification in respect thereto, granted and executed by the President or Vice President in conjunction with any Vice President of the Company, shall be binding on the Company to the same extent as if all signatures therein were manually affixed, even though one or more of any such signatures thereon may be facsimile. (Adopted October 7, 1981 - The Hanover Insurance Company; Adopted April 14, 1982 - Massachusetts Bay Insurance Company; Adopted September 7, 2001 - Citizens Insurance Company of America IN WITNESS WHEREOF, THE HANOVER INSURANCE COMPANY, MASSACHUSETTS BAY INSURANCE COMPANY and CITIZENS INSURANCE COMPANY OF AMERICA have caused these presents to be sealed with their respective corporate seals, duly attested by two Vice Presidents, this 16th day of August, 2017.

The Hanover Insurance Company
Massachusetts Bay Insufance Company The Hanover Insurance Company Citizens Insurance Company of America Massachusetts Bay Insurance Company Citizens Insurance Company of America
ana KKawat
John C. Roche. EVP and President James H. Kawiecki, Vice President

THE COMMONWEALTH OF MASSACHUSETTS)
COUNTY OF WORCESTER SS.
this 16th day of August, 2017 before me came the above named Vice Presidents of The Hanover Insurance Company, Massachusetts Bay Insurar mpany and Citzens insurance Company of America, to me personally known to be the individuals and officers described herein, and acknowiedg and Citizens Insurance Company of America, respectivel
subscribed to said instrument by the authority and direction of said Corporations.

DIANE J. MARINC
sane snareno
Diane 1. Mapto, Notary Public
My Commission Expins March 4, 2022
1, the undersigned Vice President of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, hereby certify that the above and foregoing is a full, true and correct copy of the Original Power of Attorney issued by said Companies, and do hereby further certify that the said Powers of Attorney are stil in force and effect.

GIVEN under my hand and the seals of said Companies, at Worcester, Massachusetts, this 18thday of December 2020 CERTIFIED COPY Thielle
Thcodore G. Martinez, Vice President
BOND NO. 1040604

PREMIUM INCLUDED

IN PERFORMANCE BOND

CITY OF CORONA

SUBDIVISION IMPROVEMENTS

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS:

IMPROVEMENTS FOR PARCEL MAP 37747 - NORTH MAIN RETAIL - DWG. # 20- 029S - (PWIM2020-0016) NON-MASTER PLAN IMPROVEMENTS dated on or about the aoth day of January 2021 ("Improvement Agreement") for public improvements to be constructed as part of the Parcel Map 37747 - North Main Retail project; WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference;
WHEREAS, the PRINCIPAL is required under the terms of the Improvement Agreement to provide a good and sufficient bond, in a form and from a surety acceptable to the 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; NOW, THEREFORE, the PRINCIPAL and The Hanover Insurance Company, a company organized and doing business under and by virtue of the laws of the State of New Hampshire and duly licensed to conduct a general surety business in the State of California, as "SURETY," are held and firmly bound unto the CITY and all contractors, subcontractors, laborers, materialmen and any others employed in the performance of the Improvement Agreement and referred to in the California Civil Code provisions referenced above, as "OBLIGEES," in the sum of TWO HUNDRED SEVENTY THREE THOUSAND DOLLARS AND NO CENTS (S273,000.00) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that the SURETY will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the CITY in successfully enforcing such obligation, such costs, expenses and fees to be fixed by the court, awarded, taxed as costs and included in the judgment therein rendered
Should the condition of this bond be fully performed, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

This bond is executed and filed to comply with Section 66499.2 of the California Government Code as improvement security. It is hereby expressly stipulated and agreed that this bond shall mure 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 California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

The SURELY hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Improvement Agreement, or the specifications accompanying the same, shall in any manner affect its obligations on this bond, and it does hereby waive notice of such change, extension, alteration or addition.

The undersigned hereby bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

IN WITNESS WHEREOF, the seal and signature of said PRINCIPAL is hereto affixed, and the corporate seal and the name of said SURELY is hereto affixed and attested by its duly authorized Attorney-in-Fact at Pasadena, California, this 18th day of December, 2020.

PRINCIPAL SURETY
CI Rancho II, LLC The Hanover Insurance Company
Print Name Print Name
By: CL
Signature Signature
CHRIS COSTANZO Margareta T. Thorsen
Name Name

MANAGING MEMBER
Attorney-in-Fact
Title Title

12. 19.20 December 18, 2020
Date Date
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY PRINCIPALS AND SURETY MUST BE ATTACHED TO THIS BOND. 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate. is attached, and not the truthfulness, accuracy, or validity of that document.

State of California -
County of Orange
on December 19, 203 before me,_ Many Dikuscio, Notary Gobliz Date
Chris Cos tanz (re Insert Name and Title of the bificer personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

MARY DIRUSCIO
Notary Public - California WITNESS my hand and official seal.

Orange County
Commission: 2271529 У Нем
My Comm. Expires Jan 13. 2023 3
Signature.

Signature of Notary Public
Place Notary Seal Above
- OPTIONAL
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Title or Type of Document: Subairziun Drarwements deymaut Sunc Document Date: 13-19. 3020 Number of Pages: IWO Signers) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): _ • Corporate Officer - Title(s): _ • Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator • Other: • Other:

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 9999993898888356399895838888988288833938899
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Los Angeles
On 12/18/20 before me, _Sonia Vizcarrondo, Notary Public Date Here Insert Name and Title of the Officer
personally appeared Margareta T. Thorsen
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

SONIA VIZCARRONDO
Notary Public • California WITNESS my hand and official seal.

Los Angeies County
Commission # 2256337
My Comm. Expires Sep 24, 2022
Area.

Signature
Place Notary Seal and/or Stamp Above
- OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document
Title or Type of Document:

Document Date: _ Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): _. • Corporate Officer - Title(s);. • Partner - • Limited • General • Partner - • Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • Other:

THE HANOVER INSURANCE COMPANY

MASSACHUSETTS BAY INSURANCE COMPANY

CITIZENS INSURANCE COMPANY OF AMERICA

POWER OF ATTORNEY
THIS Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.

KNOW ALL PERSONS BY THESE PRESENTS:

That THE HANOVER INSURANCE COMPANY and MASSACHUSETTS BAY INSURANCE COMPANY, both being corporations organized and existing under the laws of the State of New Hampshire, and CITIZENS INSURANCE COMPANY OF AMERICA, a corporation organized and existing under the laws of the State of Michigan, (hereinafter individually and collectively the "Company") does hereby constitute and appoint, Steve Titus and/or Margareta Thorsen
Of Integro Insurance Brokers of Pasadena, CA each individually, If there be more than one named, as its true and lawful attorneys)-in-fact to sign, execute, seal, acknowledge and deliver for, and on its behalf, and as its act and deed any place within the United States, any and all surety bonds, recognizances, undertakings, or other surety obligations. The execution of such surety bonds, recognizances, undertakings or surety obligations, in ursuance of these presents, shall be as binding upon the Company as if they had been duly signed by the president and attested by the secretary of th ompany, in their own proper persons. Provided however, that this power of attomey limits the acts of those named herein; and they have no authority bind the Company except in the manner stated and to the extent of any limitation stated below:

RESOLVED: That the President or any Vice President, in conjunction with any Vice President, be and they hereby are authorized and empowered to appoint Attorneys-in-fact of the Company, in its name and as it acts, to execute and acknowledge for and on its behalf as surety, any and all bonds, recognizances, contracts of indemnity, waivers of citation and all other writings obligatory in the nature thereof, with power to attach thereto the seal of the Company. Any such writings so executed by such Attomeys-in-fact shall be binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company in their own proper persons.

RESOLVED: That any and all Powers of Attorney and Certified Copies of such Powers of Attorney and certification in respect thereto, granted and executed by the President or Vice President in conjunction with any Vice President of the Company, shall be binding on the Company to the same extent as if all signatures therein were manually affixed, even though one or more of any such signatures thereon may be facsimile. (Adopted October 7, 1981 - The Hanover Insurance Company; Adopted April 14, 1982 - Massachusetts Bay Insurance Company; Adopted September 7, 2001 - Citizens Insurance Company of America IN WITNESS WHEREOF, THE HANOVER INSURANCE COMPANY, MASSACHUSETTS BAY INSURANCE COMPANY and CITIZENS INSURANCE COMPANY OF AMERICA have caused these presents to be sealed with their respective corporate seals, duly attested by two Vice Presidents, this 16th day of August, 2017.

The Hanover Insurance Company
Massachusetts Bay Insujance Company The Hanover Insurance Company Citizens Insurance Company of America Massachusetts Bay Insurance Company Citizens Insurance Company of America
the
John C. Roche, EVP and President James H. Rawiecki, Vice President

THE COMMONWEALTH OF MASSACHUSETTS)
COUNTY OF WORCESTER ) ss.
subscribed to said instrument by the authority and direction of said Corporations.

DIANE J. MARIO
Notary Public
sane mareno
Diane J. Mayino, Notary Puhlic
My Commission Expires March 4. 2022
, the undersigned Vice President of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company c merica, hereby certify that the above and foregoing is a full, true and correct copy of the Original Power of Attornev issued by said Companies, and d hereby further certify that the said Powers of Attorney are still in force and effect GIVEN under my hand and the seals of said Companies, at Worcester, Massachusetts, this 18thday of December 2020 CERTIFIED COPY Teralle 4.

Theodore G. Martinez, Vice President

BOND INCREASE RIDER
To be attached and form part of bond no. 1040604, in favor of City of Corona and on behalf of Cl Rancho II, LLC. It is agreed that, The Hanover Insurance Company hereby gives its consent to amend the bond as follows:

Increase the payment bond amount
From: Two Hundred Seventy Three Thousand and no/100s
($273,000.00)
To: Five Hundred Forty Six Thousand and no/100s ($546,000.00) Provided, however that the attached bond shall be subject to all its agreements, limitations, and conditions except as herein expressly modified, and that the liability of the Surety under the attached bond and under the attached bond as changed by this rider shall not be cumulative.

This change to become effective the 18th day of December, 2020.

Signed and sealed this 12th day of February, 2021.

The Hanover Insurance Company
Margareta T. Thorsen
Attorney-in-Fact
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 68638658908883883383828588888S83888838884883988898888888882988338883988S898858 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Los Angeles
On 2/12/21 before me, _Sonia Vizcarrondo, Notary Public Date Here Insert Name and Title of the Officer
personally appeared Margareta T. Thorsen
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Commission # 2256337
My Comm. Expires Sep 24, 2022
Place Notary Seal and/or Stamp Above ignature of Notary Publi

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signers)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): • Corporate Officer - Title(s):
• Partner - • Limited • General • Partner - • Limited • General • individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • Other:

THE HANOVER INSURANCE COMPANY

MASSACHUSETTS BAY INSURANCE COMPANY

CITIZENS INSURANCE COMPANY OF AMERICA

POWER OF ATTORNEY
THIS Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.

KNOW ALL PERSONS BY THESE PRESENTS:

RESOLVED: That any and all Powers of Attorney and Certified Copies of such Powers of Attorney and certification in respect thereto, granted and executed by the President or Vice President in conjunction with any Vice President of the Company, shall be binding on the Company to the same extent as if all signatures therein were manually affixed, even though one or more of any such signatures thereon may be facsimile. (Adopted October 7, 1981 - The Hanover Insurance Company; Adopted April 14, 1982 - Massachusetts Bay Insurance Company; Adopted September 7, 2001 - Citizens Insurance Company of America IN WITNESS WHEREOF, THE HANOVER INSURANCE COMPANY, MASSACHUSETTS BAY INSURANCE COMPANY and CITIZENS INSURANCE COMPANY OF AMERICA have caused these presents to be sealed with their respective corporate seals, duly attested by two Vice Presidents, this 16th day of August, 2017.

The Hanover Insurance Company
Massachusetts Bay Insufance Company The Hanover Insurance Company Citizens Insurance Company of America Massachusetts Bay Insurance Company Citizens Insurance Company of America
BEAL
John C. Roche, EVP and President James H. Kawiecki. Vice President

THE COMMONWEALTH OF MASSACHUSETTS)
COUNTY OF WORCESTER ) ss.

DIANE J. MARINO
Notary Public
Diane 1. Marto, Notary Public
My Commission Expires March 4. 2022
1, the undersigned Vice President of The Hanover Insurance Company, Massachusetts Bay Insurance Company and Citizens Insurance Company of America, hereby certify that the above and foregoing is a full, true and correct copy of the Original Power of Attorney issued by said Companies, and do hereby further certify that the said Powers of Attorney are still in force and effect.

GIVEN under my hand and the seals of said Companies, at Worcester, Massachusetts, this 12thday of February 2021

CERTIFIED COPY
Heckla
Theodore G. Martinez. Vice President
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "C"

DOCUMENTATION TO BE PROVIDED TO AGENCY BY DEVELOPER FOR

DETERMINATION OF VERIFIED COSTS
To assist AGENCY in determining the Verified Costs for a completed TUMF Improvement, Developer shall provide the following documents to AGENCY:

Plans, specifications and Developer's civil engineer's cost estimate; If Developer is seeking Credit for such costs, documentation evidencing cost of any required environmental studies, preparation of designs, plans and specifications, required right of way acquisition, and other costs directly related to the development of the TUMF Improvement. Only actual, documented and reasonable costs directly related to the TUMF Improvement will be considered. Costs should be documented as specified below.

Costs claimed for right of way acquisition must be accompanied by an appraisal (no more than two years old at the time of acquisition) completed by an MAI appraiser, and documentation of transfer of such right of way to the AGENCY, or applicable public agency.

The appraisal must be approved by the AGENCY as valid and acceptable.

4. List of bidders from whom bids were requested;
Construction schedules and progress reports;

6. Contracts, insurance certificates and change orders with each contractor, consultant, service provider or vendor;
Invoices received from all contractors, consultants, service providers and vendors; 8 Canceled checks for payments made to contractors, consultants, service providers and vendors (copy both front and back of canceled checks);

9. Spreadsheet showing total costs incurred in and related to the construction of each TUMF Improvement and the check number for each item of cost and invoice;

10. Final lien releases from each contractor and vendor; and

11. Such further documentation as may be reasonably required by AGENCY to evidence the completion of construction and the payment of each item of cost and invoice.

EXHIBIT C-1
20323.00004\30168189.3
DRAFT 02/09/21
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "D"

REIMBURSEMENT AGREEMENT

TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM
THIS REIMBURSEMENT AGREEMENT ("Agreement") is entered into this _ day of , 20 by and between the [INSERT "City" OR "County"] of → [**INSERT "a California municipal corporation" FOR CITY OR "a subdivision the State of California" FOR COUNTY**] ("AGENCY"), and
→ a California [**INSERT TYPE OF ENTITY -
corporation, partnership, sole proprietorship or other legal entity**], with its principal place of business at [**ENTER ADDRESS**] ("Developer"). AGENCY and Developer are sometimes hereinafter referred to individually as "Party" and collectively as "Parties".

RECITALS
WHEREAS, AGENCY and Developer are parties to an agreement dated 20 entitled "Improvement and Credit Agreement - Transportation Uniform Mitigation Fee Program" (hereinafter "Credit Agreement"); WHEREAS, Sections 14.1 through 14.3 of the Credit Agreement provide that Developer is obligated to pay AGENCY the TUMF Obligation, as defined therein, but shall receive credit to offset the TUMF Obligation if Developer constructs and AGENCY accepts the TUMF Improvements in accordance with the Credit Agreement;
WHEREAS, Section 14.5 of the Credit Agreement provides that if the dollar amount of the credit to which Developer is entitled under the Credit Agreement exceeds the dollar amount of the TUMF Obligation, Developer may apply to AGENCY and WROG for a reimbursement agreement for the amount by which the credit exceeds the TUMF Obligation; WHEREAS, Section 14.5 additionally provides that a reimbursement agreement executed pursuant to the Credit Agreement (i) shall be executed on the form attached to the Credit Agreement, (ii) shall contain the terms and conditions set forth therein, (iii) shall be subject to all terms and conditions of the Credit Agreement, and (iv) shall be attached upon execution to the Credit Agreement and incorporated therein as a material part of the Credit Agreement as though fully set forth therein; and
WHEREAS, AGENCY and WRCOG have consented to execute a reimbursement agreement with Developer pursuant to the Credit Agreement, (insert appropriate reference for city or county ), and the TUMF Administrative Plan adopted by WROG.

NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties hereby agree as follows:

EXHIBIT D-1
20323.00004130768189.3
DRAFT 02/09/21
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 TERMS

1.0 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above and agree to the incorporation of the Recitals as though fully set forth herein.

2.0 Effectiveness. This Agreement shall not be effective unless and until the Credit Agreement is effective and in full force in accordance with its terms.

3.0 Definitions. Terms not otherwise expressly defined in this Agreement, shall have the meaning and intent set forth in the Credit Agreement.

4.0 Amount of Reimbursement. Subject to the terms, conditions, and limitations set forth in is Agreement. the Parties hereby agree that Developer is entitled to receive the dollar amour y which the Actual Credit exceeds the dollar amount of the TUME Obligation as determine pursuant to the Credit Agreement, (insert appropriate reference for city or county), and the TUMF Administrative Plan adopted by WROG ("Reimbursement"). The Reimbursement shall be subject to verification by WRCOG. AGENCY and Developer shall provide any and all documentation reasonably necessary for WROG to verify the amount of the Reimbursement.

The Reimbursement shall be in an amount not exceeding [INSERT DOLLAR AMOUNT] ("Reimbursement Amount"). WRCOG shall, upon receipt and approval of information requested by WRCOG, be responsible for transmitting the Reimbursement Amount to the Developer. In no event shall the dollar amount of the Reimbursement exceed the difference between the dollar amount of all credit applied to offset the TUMF Obligation pursuant to Section 14.3, 14.4, and 14.5 of the Credit Agreement, and one hundred (100%) of the approved unit awarded, as such assumptions are identified and determined in the Nexus Study and the TUMF Administrative Plan adopted by WRCOG.

5.0 Payment of Reimbursement; Funding Contingency. The payment of the Reimbursement Amount shall be subject to the following conditions:

5.1 Developer shall have no right to receive payment of the Reimbursement unless and until (i) the TUMF Improvements are completed and accepted by AGENCY in accordance with the Credit Agreement, (ii) the TUMF Improvements are scheduled for funding pursuant to the five-year Transportation Improvement Program adopted annually by WRCOG, (iii) WRCOG has funds available and appropriated for payment of the Reimbursement amount.

5.2 Developer shall not be entitled to any interest or other cost adjustment for any delay between the time when the dollar amount of the Reimbursement is determined and the time when payment of the Reimbursement is made to Developer by WRCOG through AGENCY.

6.0 Affirmation of Credit Agreement. AGENCY and Developer represent and warrant to each other that there have been no written or oral modifications or amendments of the Credit Agreement, except by this Agreement. AGENCY and Developer ratify and reaffirm each and every one of their respective rights and obligations arising under the Credit Agreement.

AGENCY and Developer represent and warrant that the Credit Agreement is currently an effective, valid, and binding obligation.

EXHIBIT D-2
20323.00004 30768189.3
DRAFT 02/09/21
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 Incorporation Into Credit Agreement. Upon execution of this Agreement, an executed original of this Agreement shall be attached as Exhibit "D" to the Credit Agreement and shall be incorporated therein as a material part of the Credit Agreement as though fully set forth therein.

8.0 Terms of Credit Agreement Controlling. Each Party hereby affirms that all provisions of the Credit Agreement are in full force and effect and shall govern the actions of the Parties under this Agreement as though fully set forth herein and made specifically applicable hereto, including without limitation, the following sections of the Credit Agreement: Sections 10.0 through 10.3, Section 12.0, Sections 13.0 through 13.7, Sections 14.0 through 14.6, and Sections

15.0 through 15.17.
[SIGNATURES OF PARTIES ON NEXT PAGE]
EXHIBIT D-3
20323.00004 33768185 3
DRAFT 02/09/21
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.
("Developer")
By:

Its:

ATTEST:

By:

Its:
(INSERT "City" OR "County") of
By:

Its:

ATTEST:

By:

Its:

EXHIBIT D-4
20323 00004130768189.3
DRAFT 02/09/21
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "E"

TUMF CREDIT / REIMBURSEMENT ELIGIBILITY PROCESS

1. Prior to the construction of any TUMF Improvement, Developer shall follow the steps listed below:
(a) Prepare a separate bid package for the TUMF Improvements.

The plans, cost estimate, specifications and contract document shall require all contractors to pay prevailing wages and to comply with applicable provisions of the Labor Code, Government Code, and Public Contract Code relating to Public Works Projects. (c) Bids shall be obtained and processed in accordance with the formal public works bidding requirements of the AGENCY.

The contracts) for the construction of TUMF Improvements shall be awarded to the lowest responsible bidders) for the construction of such facilities in accordance with the AGENCY's requirements and guidelines.
(e) Contractor(s) shall be required to provide proof of insurance coverage throughout the duration of the construction.
2 Prior to the determination and application of any Credit pursuant to a TUMF Improvement and Credit Agreement executed between AGENCY and Developer ("Agreement"), Developer shall provide the AGENCY and WRCOG with the following:
(a) Copies of all information listed under Item 1 above. (b) Surety Bond, Letter of Credit, or other form of security permitted under the Agreement and acceptable to the AGENCY and WROG, guaranteeing the construction of all applicable TUMF Improvements.

Prior to the AGENCY's acceptance of any completed TUMF Improvement, and in order to initiate the construction cost verification process, the Developer shall comply with the requirements as set forth in Sections 7, 14.2 and 14.3 of the Agreement, and the following conditions shall also be satisfied:
(a) Developer shall have completed the construction of all TUMF Improvements in accordance with the approved Plans and Specifications.

Developer shall have satisfied the AGENCY's inspection punch list. (c) After final inspection and approval of the completed TUMF Improvements, the AGENCY shall have provided the Developer a final inspection release letter. 20323.00004 30768189.3
DRAFT 02/09/21
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 (d) AGENCY shall have filed a Notice of Completion with respect to the TUMF Improvements pursuant to Section 3093 of the Civil Code with the County Recorder's Office, and provided a copy of filed Notice of Completion to WROG. (e) Developer shall have provided AGENCY a copy of the As-Built plans for the TUMF Improvements.
(f) Developer shall have provided AGENCY copies of all permits or agreements that may have been required by various resource/regulatory agencies for construction, operation and maintenance of any TUMF Improvements. (g) Developer shall have submitted a documentation package to the AGENCY to determine the final cost of the TUMF Improvements, which shall include at a minimum, the following documents related to the TUMF Improvements:
(i) Plans, specifications, and Developer's Civil Engineer's cost estimates; or Engineer's Report showing the cost estimates. (11) If DEVELOPER is seeking Credit for such costs, documentation evidencing cost of any required environmental studies, preparation of designs, plans and specifications, required right of way acquisition, and other costs directly related to the development of the TUMF Improvements. Only actual, documented and reasonable costs directly related to the TUMF Improvements will be considered. Costs should be documented as specified below.
(iii) Costs claimed for right of way acquisition must be accompanied by an appraisal (no more than two years old at the time of acquisition) completed by an MAI appraiser, and documentation of transfer of such right of way to the AGENCY, or applicable public agency. The appraisal must be approved by the AGENCY as valid and acceptable. (iv) Contracts/agreements, insurance certificates and change orders with each vendor or contractor.
(v) Invoices from all contractors, consultants, service providers and vendors.
(Vi) Copies of cancelled checks, front and back, for payments made to contractors, consultants, service providers and vendors. (vii) Final lien releases from each contractor and vendor (unconditional waiver and release).
(vili) Certified contract workers payroll for AGENCY verification of compliance with prevailing wages.

A total cost summary, in spreadsheet format (MS Excel is preferred) and on disk, showing a breakdown of the total costs incurred. The summary should include for each item claimed the check number, cost, invoice numbers, and name of payee. See 20323.00004\30768189.3
DRAFT 02/09/21
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 attached sample for details. [ATTACH SAMPLE, IF APPLICABLE; OTHERWISE DELETE

REFERENCE TO ATTACHED SAMPLE
20323.00004 30748189 3|
DRAFT 02/09/21
DocuSign Envelope ID: DE159CA0-A235-4095-BD56-F0D6873EBD59 EXHIBIT "P"

RECONCILIATION EXAMPLES
All examples are based on a single family residential development project of 200 dwelling units:
200 SF dwelling units @ $9,810 / dwelling unit = $1,962,000 in fees (TUMF Obligation) Example A: "TUMF BALANCE"
CREDIT
TUMF Obligation: $1,962,000
Estimated Credit: Bid & Soft Costs ($2,000,000) or unit Cost Assumption ($2,100,000) whichever is less 2,000,00
Potential Reimbursement: $38,000

RECONCILIATION
TUMF Obligation: $1,962,000
Actual Credit: $1,800,000
TUMF Balance (Payment to TUMF): $162,000
Example B: "REIMBURSEMENT"
CREDIT
TUMF Obligation: $1,962,000
Estimated Credit: Bid & Soft Costs ($2,000,000) or unit Cost Assumption ($2,100,000) whichever is less $2,000,000
Potential Reimbursement: ($38,000)

RECONCILIATION
TUMF Obligation: $1,962,000
Actual Credit: $2,100,000
Reimbursement Agreement with Developer (Based on Priority Ranking): ($138,000) Example C: "TUMF OVERPAYMENT"
CREDIT
TUMF Obligation: $1,962,000
Estimated Credit: Bid & Soft Costs ($1,200,000) or unit Cost Assumption ($1,500,000) whichever is less $1,200,000
Remaining TUMF Obligation: $762,000
Prorated Fee: $130,000 / 200 du = $3,810 / du

RECONCILIATION
Actual Credit: $1,300,000
TUMF payments from Developer ($650 per unit x 200 units) $762,000 Actual Credit plus TUMF Payment $2,062,000
TUMF Obligation: $1,962,000
Actual Credit plus TUMF Payment $2,062,000
TUMF Overpayment (Refund to Developer):
($100,000)

Corona City CouncilMarch 15, 2023

Corona City Council
March 15, 2023