Hemet City Council
December 13, 2022

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City of Hemet Resolution No. 2022-xxx
SECTION 3.EFFECTIVE DATE - This Resolution shall take effect immediately upon its adoption by the City Council. The City Clerk shall attest to and certify the vote adopting this Resolution.

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City of Hemet Resolution No. 2022-xxx
PASSED, APPROVED AND ADOPTED this 25 th day of
October, 2022.
____________________________
Malcolm Lilienthal, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk

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City of Hemet Resolution No. 2022-xxx
State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerk of the City of Hemet, do hereby certify that the foregoing resolution was adopted by the Hemet City Council on the 25 th day of October, 2022, and was passed by the following vote:

AYES: Council Members:

NOES: Council Members: None.

ABSTAIN: Council Members: None.

ABSENT: Council Members: None.
_____________________________
John Paul Maier, City Clerk

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RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:

Document exempt from recording fees
pursuant to Cal. Gov. Code § 273 83)

CITY OF HEMET
Attn: Interim City Manager
445 East Florida Avenue
Hemet, California 92543
RIV # 4837- 5047- 1680 v2
05/ 06/ 2019 01: 41 PM Fee: $ 0. 00

Recorded in Official Records
County of Riverside
Peter Aldana
Assessor - County Clerk - Recorder
111XtYrR9r4WV;ff1111

THIS SPACE FOR RECORDER' S USE ONLY

SUBDIVISION IMPROVEMENT AGREEMENT
PARCEL MAP No. 36968
By and Between

THE CITY OF HEMET,
a municipal corporation
and
Empresa, LLC
a Limited Liability Company
Dated: April 23, 2019

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SUBDIVISION IMPROVEMENT AGREEMENT
PARCEL MAP No. 36968
This Subdivision Improvement Agreement (" Agreement") is entered into as of this 23 day of April, 2019 by and between the City of Hemet, a municipal corporation (" City") and Empresa, LLC (" Developer"), a Limited Liability Company. City and Developer are sometimes hereinafter individually referred to as " Party" and hereinafter collectively referred to as the Parties."

RECITALS
A. Developer has submitted to City an application for approval of a Parcel Map for real property located within City, a legal description of which is attached hereto as Exhibit " A".

The parcel map is identified in City records as Parcel Map No. 36968. On July 21, 2015, the City conditionally approved Tentative Parcel Map No. 36968.

B. Developer has not completed all of the work or made all of the Public Improvements required by the Subdivision Map Act ( Government Code sections 66410 et secl.), Map Act") the City Ordinances, the conditions of approval for Parcel Map No. 36968, or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land.

C. Pursuant to City Ordinances and the applicable provisions of the Map Act, Developer and City enter into this Agreement for the timely construction and completion of the Public Improvements and the furnishing of the security therefor, acceptableto the City Engineer and City Attorney, for Parcel Map No. 36968.

D. City has authority to enter into this Subdivision Improvement Agreement pursuant to Government Code Sections 66499 — 66499. 10.

E. Pursuant to Government Code Section 66499, Developer' s execution of this Agreement and the provision of the security are made in consideration of City' s approval of the final map for Parcel Map No. 36968.

DEFINED TERMS
Developer" shall mean EMPRESA, LLC, a Limited Liability Company. The term "Developer" shall also include all assignees, to the extent permitted under this Agreement, of the rights and obligations of Developer under this Agreement, and any successor -in -interest to Developer having a legal and/or equitable interest in the Property.

Estimated Costs" shall mean the City Engineer' s approximation of the actual cost to construct the Public Improvements, including the replacement cost for all landscaping.

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Litigation Expenses" shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily incurred by a party in good faith in the prosecution of an action or proceeding, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorneys' fees, fees for investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs and any other cost or expense, the award of which a court of competent jurisdiction may determine to be just and reasonable.

Map Act" shall mean the Subdivision Map Act, Government Code Sections66410 et seq.

Property" shall mean the all of the real property contained within the boundaries of Parcel Map No. 36968 located in the City of Hemet, California, as is more particularly describedin the legal description and parcel map diagram attached hereto and incorporated hereby by reference at Attachment " A".

Public Improvements" shall include, but not be limited to, all grading, roads, streets, paving, curbs and gutters, sidewalks, paseos, pathways, trails, sanitary sewers, utilities, storm drains, detention and retention basins and other drainage facilities, traffic controls, landscaping, street lights and all other facilities required to be constructed and dedicated to the City or other public entity as conditions of approval of Tentative Parcel Map No. 36968 and as shown in detail on the plans, and specifications which have been approved by the City and incorporated into Parcel Map No. 36968. The Parties agreethat the Public Improvements to be completed by Developer are more specifically described in the diagram or plan attachedhereto and incorporated herein by reference as Attachment " 13. Notwithstanding, Attachment " B", Developer shall remain obligated to construct and complete all of the Public Improvements required as conditions of approval for Tentative Parcel Map 36968.

Required Insurance" shall mean the insurance required to be maintained by Developer under Section 17.

Security" shall mean surety bonds in the amounts and under the terms of Section 12 or other security approved by City Engineer or City Attorney.

Parcel Map No 36968." shall mean the map prepared and approved by the City for tentative Parcel Map No. 36968.

Warranty" shall mean the one year period following completion of the Public Improvements by Developer and the acceptance of the Public Improvements by the City in which Developer warrants and guarantees all Public Improvements.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agreeas follows:

1. EFFECTIVENESS. This Agreement shall not be effective unless and until all four (4) of the following conditions are satisfied in the order provided:

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1. 1 Security. Developer provides City with the Security of the type and in the amountsrequired by this Agreement;

1. 2 Parcel Map and Agreement Approval. The City Council of the City City Council") approvesthe map for Parcel Map No. 36968 andthis Agreement;

1. 3 Record Agreement. Developer and City execute the Agreement and City records this Agreement in the Recorder' s Office of the County of Riverside; and

1. 4 Record PgrggLMM, Developer records the map for Parcel Map No. 36968 in the Recorder's Office of the County of Riverside.

If the above described conditions are not satisfied in the order, manner and within the time provided under this Agreement, this Agreement shall automatically terminate without need of further action by either City or Developer.

2. PUBLIC IMPROVEMENTS. Developer shall construct or have constructed at its own cost, expense, and liability the Public Improvements, as defined herein, within the time and in the manner required under this Agreement. Construction of the Public Improvements shall include any transitions and/ or other incidental work deemed necessary for drainage or public safety. The Developer shall be responsible for the replacement, relocation, or removal of any component of any irrigation water or sewer system in conflict with the construction or installation of the Public Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of the City Engineer andthe owner of such water or sewer system. Developer further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary or required by City to fully and adequately complete the Public Improvements.

2. 1 Prior Partial Construction of Public Improvements. Where construction of any Public Improvements has been partially completed prior to this Agreement, Developer agrees to complete such Public Improvements or assure their completion in accordance with this Agreement.

2. 2 Permits; Notices; Utility Statements. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessarypermits and approvals and give all necessary and incidental notices required for the lawful construction of the Public 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 approval issued to Developer. Prior to commencing any work, Developer shall file a written statement with the City Clerk and the City Engineer, signed by Developer and each utility which will provide utility service to the Property, attesting that Developer has made all deposits legally required by the utility for the extension and provision of utility service to the Property.

2. 3 Pre - approval of Plans and Specifications. Developer is prohibited from commencing work on any Public Improvement until all plans and specifications for such Public Improvement have been submitted to and approved by the City Engineer, or his or her designee.

Approval by the City Engineer shall not relieve Developer from ensuring that all Public Improvements conform with all other requirements and standards set forth in this Agreement.

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2. 4 quality of Worl • Compliance With Laws and Codes. The construction plans and specifications for the Public Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements. The Public Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with City, 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 to construct the Public Improvements under this Agreement 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 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 Improvements. All work shall be done and improvements made and completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation of the Public Improvements it is determined that the public interest requires alterations in the Public Improvements, Developer shall undertake such design and construction changes as may be reasonably required by City. Any and all alterations in the plans and specifications and the Public Improvements to be completed may be accomplished without giving prior notice thereof to Developer' s surety for this Agreement.

2. 7 Other Obligations Referenced in Conditions of Tentative Ma Approval. In addition to the foregoing, Developer shall satisfy all of the conditions of approval on the tentative map for the Property. The conditions of approval which have not been satisfied prior to the date of this Agreement are identified on Exhibit " D" hereto.

3. MAINTENANCE OF PUBLIC IMPROVEMENTS AND LANDSCAPING.

City shall not be responsible or liable for the maintenance or care of the Public Improvements until City formally approves and accepts them in accordancewith its policies and procedures.

City shall exercise no control over the Public Improvements until approved and accepted. Any use by any person of the Public Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Developer at all times prior to City' s acceptance of the Public Improvements. Developer shall maintain all the Public Improvements in a state of good repair until they are completed by Developer and approved and acceptedby City, and until the security for the performance of this Agreement is released. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptableto City; removal of debris from sewersand storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. 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 City. If Developer fails to properly RN # 4837- 5047- 1680 Q - 4-

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prosecuteits maintenance obligation under this section, City may do all work necessaryfor such maintenanceand the cost thereof shall be the responsibility of Developer and its suretyunder this Agreement. City shall not be responsible or liable for any damagesor injury of any nature in any way related to or causedby the Public Improvements or their condition prior to acceptance.

4. CONSTRUCTION SCHEDULE. Unless extended pursuant to this Section 4. 1 of this Agreement, Developer shall fully and adequately complete or have completed the Public Improvements within one year ( 12 months) following approval of the map for Parcel Map No. 36968.

4. 1 Extensions. City may, in its sole and absolute discretion, provide Developer with additional time within which to complete the Public Improvements. It is understood that by providing the Security required under Section 12.0 et sem.. of this Agreement, Developer and its surety consent in advanceto any extension of time as may be given by City to Developer, and waives any and all right to notice of such extension( s). Developer' s acceptance of an extension of time granted by City shall constitute a waiver by Developer and its surety of all defense of laches, estoppel, statutes of limitations, and other limitations of action in any action or proceeding filed by City following the date on which the Public Improvements were to have been completed hereunder. In addition, as consideration for granting such extension to Developer, City reservesthe right to review the provisions of this Agreement, including, but not limited to, the construction standards, the cost estimatesestablished by City, and the sufficiency of the improvement security provided by Developer, and to require adjustments thereto when warranted according to City' s reasonablediscretion.

4. 2 Accrual of Limitations Period. Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not accrue until Developer has provided the City Engineer with written notice of Developer' s intent to abandon or otherwise not complete required or agreed upon Public Improvements.

5. GRADING. Developer agrees that any and all grading done or to be done in conjunction with construction of the Public Improvements or development of Parcel Map No. 36968 shall conform to all federal, state, and local laws, ordinances, regulations, and other requirements, including City' s grading regulations. All grading, landscaping, and construction activities shall be performed in a manner to control erosion and prevent flooding problems. The City Engineer shall have the authority to require erosion plans to prescribe reasonablecontrols on the method, manner, and time of grading, landscaping, and construction activities to prevent nuisances to surrounding properties. Plans shall include without limitation temporary drainage and erosion control requirements, dust control procedures, restrictions on truck and other construction traffic routes, noise abatement procedures, storage of materials and equipment, removal of garbage, trash, and refuse, securing thejob site to prevent injury, and similar matters.

In order to prevent damage to the Public Improvements by improper drainage or other hazards, the grading shall be completed in accordance with the time schedule for completion of the Public Improvements establishedby this Agreement, and prior to City' s approval and acceptanceof the Public Improvements and release of the Security as set forth in Section 12.0 et sLec . of this Agreement.

6. UTILITIES. Developer shall provide utility services, including water, sewer, power, gas, and telephone service to serve each parcel, lot, or unit of land within Parcel Map No.

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36968 in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the regulations, schedules and fees of the utilities or agencies providing such services. Except for commercial or industrial properties, Developer shall also provide cable television facilities to serve each parcel, lot, or unit of land in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the requirements of the cable company possessinga valid franchise with City to provide such service within City' sjurisdictional limits. All utilities shall be installed underground.

7. FEES AND CHARGES. Developer shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of construction of the Public Improvements, including, but not limited to, all plan check, design review, engineering, inspection, and other service fees, and any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as establishedby City relative to Parcel Map No. 36968, or as required by other governmental agencieshaving jurisdiction over Parcel Map No. 36968.

8. CITY INSPECTION OF PUBLIC IMPROVEMENTS. Developer shall, at its sole cost, expense, and liability, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur. If the City inspector requests it, the Developer at any time before acceptanceof the Public Improvements shall remove or uncover such portions of the finished work as may be directed which have not previously been inspected. After examination, the Developer shall restore said portions of the work to the standards required hereunder. Inspection or supervision by the City shall not be considered as direct control of the individual workmen on the job site.

City' s inspector shall have the authority to stop any and all work not in accordance with the requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Developer or the contractor of any obligations to fulfill this Agreement as herein provided, and unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted.

9. ADMINISTRATIVE COSTS. If Developer fails to construct and install all or any part of the Public Improvements within the time required by this Agreement, or if Developer fails to comply with any other obligation contained herein, Developer and its surety shall be jointly and severally liable to City for all administrative expenses, fees, and costs, including reasonableattorney' s fees and costs, incurred in obtaining compliance with this Agreement or in processingany legal action or for any other remedies permitted by law.

10. ACCEPTANCE OF IMPROVEMENTS; AS - BUILT OR RECORD
DRAWINGS. The City Council may, in its sole and absolute discretion, acceptfully completed portions of the Public Improvements prior to such time as all of the Public Improvements are complete, which shall not releaseor modify Developer' s obligation to complete the remainder of the Public Improvements within the time required by this Agreement.

10. 1 Developer' s Notice of Completion. Upon the total or partial acceptance of the Public Improvements by City, Developer shall file with the Recorder' s Office of the County of Riverside a notice of completion for the acceptedPublic Improvements in accordance with California Civil Code section 3093, at which time the accepted Public Improvements shall becomethe sole and exclusive property of City without payment therefor.

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10. 2 City Acceptance of Public Improvements. If Parcel Map No. 36968 was approved and recorded as a single phasemap, Cityshallnotacceptanyoneormoreofthe improvements until all of the Public Improvements are completed by Developer and approvedby City. Issuance by City of occupancy permits for any buildings or structures located on the Property shall not be construed in any manner to constitute City' s acceptance or approval of any Public Improvements.

10. 3 Developer' s Obligation to Provide As- llu. ilt or Record Drawings.

Notwithstanding the foregoing, City may not accept any Public Improvements unless and until Developer provides one ( 1) set of " as -built" or record drawings or plans to the City Engineer for all such Public Improvements. The drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein.

11. WARRANTY AND GUARANTEE. Developer hereby warrants and guarantees all Public Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of all landscaping within the Property in a vigorous and thriving condition reasonably acceptable to City, for a period of one ( 1) year following completion of the work and acceptanceby City. During the Warranty, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public Improvements, in accordancewith the current ordinances, resolutions, regulations, codes, standards, or other requirements of City, and to the approval of the City Engineer. 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 Public Improvements which have been repaired, replaced, or reconstructed during the Warranty, Developer and its surety hereby agreeto extend the Warranty for an additional one (1) year period following City' s acceptance of the repaired, replaced, or reconstructed Public 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 Public Improvement following expiration of the Warranty or any extension thereof. Developer' s warranty obligation under this section shall survive the expiration or termination of this Agreement.

12. SECURITY; SURETY BONDS. Prior to City' s approval and execution of this Agreement, Developer shall provide City with surety bonds in the amounts and under the terms set forth below. The amount of the Security shall be based on the City Engineer's Estimated Costs. If City determines at any time prior to Developer' s completion of the Public Improvements under Section 4 [ Construction Schedule], in its sole and absolute discretion, that the Estimated Costs have changed, Developer shall adjust the Security in the amount requested by City. Developer' s compliance with this provision ( Section 12.0 et sem.) shall in no way limit or modify Developer' s indemnification obligation provided in Section 16.0 of this Agreement.

12. 1 Performance Bond. To guarantee the faithful performance of the Public Improvements and all the provisions of this Agreement, to protect City if Developer is in default as set forth in Section 18.0 et sed. of this Agreement, and to secure Developer' s one-year guarantee and warranty of the Public Improvements, including the maintenance of all landscaping in a vigorous and thriving condition, Developer shall provide City a faithful performance bond in the amount of One Hundred Seventy Eight Thousand and 00/100 Dollars ($ 178, 000. 00), which sum shall be not less than one hundred percent ( 100%) of the Estimated Costs.

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12. 2 Partial Release. The City Council may, in its sole and absolute discretion and upon recommendation of the City Engineer, partially release a portion or portions of the Security provided under this section as the Public Improvements are acceptedby City, provided that Developer is not in default on any provision of this Agreement or condition of approval for Parcel Map No. 36968, and the total remaining Security is not less than twenty-five percent 25%) 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 or condition of approval for Parcel Map No. 36968.

12. 3 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, material men, and other persons furnishing labor, materials, or equipment for performance of the Public Improvements and this Agreement, Developer shall provide City a labor and materials bond in the amount of One Hundred Seventy Eight Thousand and 00/ 100 Dollars ($ 178, 000. 00), 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 the City Engineer after six ( 6) months from the date City accepts the final Public Improvements. The amount of such Security shall be reduced by the total of all stop notice or mechanic's lien claims of which City is aware, plus an amount equal to twenty percent ( 20%) of such claims for reimbursement of City' s anticipated administrative and legal expensesarising out of such claims.

12. 4 Additional Re uirements. The surety for any surety bonds provided as Security shall have a current A. M. Best' s rating of no less than A: VIII, be a bank or insurance company licensed to transact surety business in California, and shall be satisfactory to City. As part of the obligation securedby the Security and in addition to the face amount of the Security, the Developer or its surety shall secure the costs and reasonable expenses and fees, including reasonable attorney' s fees and costs, incurred by City in enforcing the obligations of this Agreement. The Developer and its surety stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the plans and specifications for the Public Improvements shall in any way affect its obligation on the Security.

12. 5 Form of Security. The evidence of the Security shall be provided on the forms set forth in Attachment " C", unless other forms are deemed acceptable by the City Engineer and the City Attorney, and when such forms are completed to the satisfaction of City, the forms and evidence of the Security shall be attached hereto as Attachment " C" and incorporated herein by this reference.

12. 6 Developer' s Liability. While no action of Developer shall be required in order for City to realize on its security under any Security instrument, Developer agrees to cooperatewith City to facilitate City' s realization under any Security instrument, and to take no action to prevent City from such realization under any Security instrument. Notwithstanding the giving of any Security instrument or the subsequentexpiration of any Security instrument or any failure by any surety or financial institution to perform its obligations with respect thereto, Developer shall be personally liable for performance under this Agreement and for payment of the cost of the labor and materials for the improvements required to be constructed or installed hereby and shall, within ten ( 10) days after written demand therefor, deliver to City such substitute Security as City shall require satisfying the requirements in this Section 12.

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13. MONUMENT SECURITY. Prior to City' s execution of this Agreement, to guarantee payment to the engineer or surveyor for the setting of all subdivision boundaries, lot comers, and street centerline monuments for Parcel Map No. 36968 in compliance with the applicable provisions of City' s Municipal and/ or Development Code (" Subdivision Monuments"), Developer shall deposit cash with City in the amount of Four Thousand Five Hundred Sixty and 00/ 100 Dollars ($ 4, 500. 00), which sum shall not be less than one hundred percent ( 100%) of the costs of setting the Subdivision Monuments as determined by the City Engineer. Said cash deposit may be releasedby written authorization of the City Engineer after all required Subdivision Monuments are accepted by the City Engineer, City has received written acknowledgment of payment in full from the engineer or surveyor who set the Subdivision Monuments, and provided Developer is not in default of any provision of this Agreement or condition of approval for ParcelMap No. 36968.

14. LIEN. To secure the timely performance of Developer' s obligations under this Agreement, including those obligations for which security has been provided pursuant to Sections 12. 0 et s% and 13.0 of this Agreement, Developer hereby createsin favor of City a lien against all portions of the Property not dedicated to City or some other governmental agency for a public purpose. As to Developer' s default on those obligations for which security has been provided pursuant to Sections 12.0 et seq. and 13.0 of this Agreement, City shall first attempt to collect against such security prior to exercising its rights as a contract lienholder under this section.

15. SIGNS AND ADVERTISING. Developer understands and agrees to City' s ordinances, regulations, and requirements governing signs and advertising structures. Developer hereby agreeswith and consentsto the summary removal by City, without notice to Developer, of all signs or other advertising structures erected, placed, or situated in violation of any City ordinance, regulation, or other requirement. Removal shall be at the expense of Developer and its surety. Developer and its surety shall indemnify and hold City free and harmless from any claim or demand arising out of or incident to signs, advertising structures, or their removal.

16. INDEMNIFICATION. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, 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 body or agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of Developer, its personnel, employees, agents, or contractors in connection with or arising out of construction or maintenance of the Public Improvements, or performance of this Agreement. 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 City, its elected officials, officers, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only suchportion of any claim, demand, causeof action, liability, loss, damage, penalty, fine, or injury, to property or persons, including wrongful death, which is caused solely and exclusively by the gross negligence or willful misconduct of City as determined by a court or administrative body of competentjurisdiction. Developer' s obligation to indemnify City shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, officers, employees, or agents.

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17. INSURANCE.

17. 1 Types; Amounts. Developer shall procure and maintain, and shall require its contractors to procure and maintain, during construction of any Public Improvement pursuant to this Agreement, insurance of the types and in the amounts described below. If any of the Required Insurance contains a general aggregatelimit, such insurance shall apply separatelyto this Agreement or be no less than two times the specified occurrence limit.

17. 1.1 General Liability. Developer and its contractors shall procure and maintain occurrence version general liability insurance, or equivalent form, with a combined single limit of not less than $ 3,000,000 per occurrence for bodily injury, personal injury, and property damage.

17. 1.2 Business Automobile Liability. Developer and its contractors shall procure and maintain business automobile liability insurance, or equivalent form, with a combined single limit of not less than $ 1, 000, 000 per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any vehicle owned, leased, hired, or borrowed by the insured or for which the insured is responsible.

17. 1.3 Workers' Compensation. Developer and its contractors shall procure and maintain 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 1,000,000 per occurrence, at all times during which insured retains employees.

17.1.4 Professional Liability. For any consultant or other professional who will engineer or design the Public Improvements, liability insurance for errors and omissions with limits not less than $ 1, 000, 000 per occurrence, shall be procured and maintained for a period of five ( 5) years following completion of the Public Improvements. Such insurance shall be endorsedto include contractual liability.

17. 2 Deductibles. Any deductibles or self- insured retentions must be declared to and approved by City. At the option of City, either: ( a) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City, its elected officials, officers, employees, agents, and volunteers; or ( b) Developer and its contractors shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

17. 3 Additional Insured,* Separation of Insureds. The Required Insurance shall name City, its elected officials, officers, employees, agents, and volunteers as additional insureds with respect to work performed by or on behalf of Developer or its contractors, including materials, parts, or equipment furnished in connection therewith. The Required Insurance shall contain standard separation of insured provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, agents, and volunteers.

17. 4 Primary Insurance; Waiver ol" Subro ation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, agents, and volunteers. All policies for the Required RIV # 4837- 5047- 1680 Q - 10-

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Insurance shall provide that the insurance company waives all right of recovery by way of subrogation against City in connection with any damageor harm covered by suchpolicy.

17. 5 Certificates• Verification. Developer and its contractors shall furnish CitywithoriginalcertificatesofinsuranceandendorsementseffectingcoveragefortheRequired Insurance. The certificates and endorsementsfor each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsementsmust be received and approved by City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

17. 6 Term; Cancellation Notice. Developer and its contractors shall maintain the Required Insurancefor 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 30 days' prior written notice to City.

17. 7 Insurer BALing.. Unless approved in writing by City, all Required Insurance shall placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least A: VIII.

18. DEFAULT; NOTICE; REMEDIES.

18. 1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City 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. Developer shall commence the work required to remedy the default or violation within ten ( 10) days of the written demand from the City. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the demand verbally, and Developer shall commence the required work within twenty- four ( 24) hours thereof. Immediately upon City' s issuanceof the demand to remedy the default, Developer and its surety shall be liable to City for all costs of construction and installation of the Public Improvements and all other administrative costs expenses as provided for in Section 9. 0 of this Agreement.

18. 2 Failure to Reinedy. Cit y Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a substantial completion acceptable to City within a reasonable time designated by the City, City 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. City' s right to take such actions shall in no way be limited by the fact that Developer or its surety may have constructed any, or none of the required or agreed upon Public Improvements at the time of City' s demand for performance. In the event City elects to complete or arrange for completion of the remaining work and improvements, City may require RIV # 4837- 5047- 1680 Q - 11 -

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all work by Developer or its surety to ceasein order to allow adequate coordination by City.

Notwithstanding the foregoing, if conditions precedentfor reversion to acreagecan be met and if the interests of City will not be prejudiced thereby, City may also process a reversion to acreage and thereafter recover from Developer or its surety the full cost and expenseincurred.

18. 3 Other Remedies. No action by City pursuant to Section 18.0 et seq. of this Agreement shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise it rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance.

19. GENERAL PROVISIONS.

19. 1 Authorityto Enter 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.

19. 2 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents asmay be necessary, appropriate, or convenient to attain the purposes of this Agreement.

19. 3 Construction; References; Captions. It being agreedthe 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 subcontractors of Developer, except as otherwise specified in this Agreement. All references to City 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 caseof reference only, and do not define, limit, augment, or describethe scope, content, or intent of this Agreement.

19. 4 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addressesor such other addressesasthe Parties may designateby written notice:
of",
City of Hemet
Attn: City Manager
445 E. Florida Avenue
Hemet, CA 92543
I a DI W- U11
Empresa, LLC
30262 Crown Valley Parkway, B211
Laguna Niguel, CA 92677
RIV # 4837- 5047- 1680 Q - 12 -

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Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent provided the original is contemporaneously deposited with United States Postal Service and delivered by regular mail; 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.

19. 5 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

19. 6 Waiver. City' s failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or City' s waiver of any breach of this Agreement, shall not relieve Developer of any of its obligations under this Agreement, whether of the same or similar type. The foregoing shall be true whether City' s actions are intentional or unintentional. Developer agrees to waive, as a defense, counterclaim or set off, any and all defects, irregularities or deficiencies in the authorization, execution or performance of the Public Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or resolutions of City with regards to the authorization, execution or performance of the Public Improvements or this Agreement.

19. 7 Assignment or Transfer of Agreement. Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in City' s written consent, any assignment, hypothecation, or transfer shall not releaseor discharge Developer from any duty or responsibility under this Agreement.

19. 8 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.

19. 9 No Third Par ly Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

19. 10 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.

19. 11 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 arisesout of the Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California StateCourt in the County of Riverside, California. Each Party waives the benefit of any provision of stateor federal law providing for a changeof venueto 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 RIV # 4837- 5047- 1680 Q - 13 -

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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.

19. 12 Attorneys' Fees and Costs. If any arbitration, lawsuit, or other legal action or proceeding is brought by one Party against the other Party in connection with this Agreement or the Property, the prevailing party, whether by final judgment or arbitration award, shall be entitled to and recover from the other party all Litigation Expenses. Any judgment, order, or award entered in such legal action or proceeding shall contain a specific provision providing for the recovery of Litigation Expenses.

19. 13 Relationship Between The Parties. The Parties hereby mutually agree that neither this Agreement, any map related to Parcel Map No. 36968, nor any other related entitlement, permit, or approval issued by City for the Property shall operate to create the relationship of partnership, joint venture, or agency between City and Developer. Developer' s contractors and subcontractors 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 City.

19.14 Counterparts. This Agreement may be executedin counterpart originals, which taken together, shall constitute one and the same instrument.

19. 15 Effective :[ late of A reement. This Agreement shall not become effective until the date it hasbeen formally approved by the City and executedby the appropriate authorities of City and Developer.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first - above written.

CITY OF HEMET
Cliristoplicr Lopez
Interim City Manager
ATTEST:
1 Sarah McComas
City Clerk
RIV # 4837- 5047- 1680 Q - 1 4 -

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APPROVED AS TO FORM
By:

Eric S. Vail
City Attorney
I'm-tpresa, LIX.

By: By:

A
Its: Its:

NOTE: DEVELOPER' S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE

REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR

OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER' S
BUSINESS ENTITY.

SEE ATTAM IED

NOTARIAL CERTIFICATE
RIV # 4837- 5047- 1680 Q - 15- Page 26 of 88

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ANOTARYpUSUCOnOTHEROFFICERCOMPLETING

THISCERTIFICATEVERIFIESONLYTHEIDENTITYOF

THEINDIVIDUALWHOSIGNEDTHEDOCUMENT

TOWHICHTHISCERTIFICATEISATTACHED, , AND

NOTTHETRUTHFULNESS, ACCURACXOR

VALIDITYOF THATDOCUMENE

CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF
On 4W8, before me, a Notary Public, personally appeared who provedto me onthe basisof satisfactoryevidenceto be the persoTi(S) whosenarne)s,*eis aresubscribeclto the within iuStt' LuTient and acknowledged to [ TIC that Teshel(hey hi her/ their aL1Ih0riZC( I capaciv iud thatexecutedthe sank iio, . 21,
b,YQ IN or the9i' hel-41161' SigilatUreNOiltheillShlluleulthe1, erson entre upon behalfof which the persozN acted, executedthe instrument.

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

WITNESS my hand and official sea].

SIGNATU () F NOTARY)

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER
E:1 INDIVIDUAL
F1 CORPORATE OFFICER

TITLE( S)
El
M. C. MILLER x
NOTARYPUBLIC - CALIFORNIA0
COMMSION 02181042
ORANGE COU14TY
MY C=
m Vyn rphr"
I certify underthe PENALTYOF PERJURYunderthe lawsof the Stateof Californiathatthe foregoing paragraphis true and correct.

WITNESSmy handand officialsea].

SIGNATU () F NOTARY)

OPTIONAL
Thoughthe data belowis not requiredby law, it may prove valuableto personsrelyingon the documentand could prevent fraudulent reattachmentof this form

CAPACITY CLAIMED BY SIGNER
E:1 INDIVIDUAL
F1 CORPORATE OFFICER

TITLE( S)
El PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT
Fj TRUSTEE( S)

F GUARDIAN/ CONSERVATOR
E:1 OTHER
SIGNER IS REPRESENTING:

NAME OF PERSON( S) OR ENTITY( IES))
RIV # 4837- 5047- 1680 Q

DESCRIPTION OF ATTACHED DOCUMENT
TIff - iz, U M E NT' E OFDOC

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER( S) OTHER THAN NAMED ABOVE

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E BIT " A"
N 448- 210-( 005 through 014) & 448- 210-( 016 through 018) All that portion of Lots 5 through 16 of Tract Map No 25225, In the City of Hemet, County of Riverside, State of California, as shown by map on file in Map Book 225, pages 77-78, Records of Riverside County.

RIV # 4837- 5047- 1680 Q 1 SUBDIVISION IMPROVEMENT AGREEMENT

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EXHIBIT " B"

LIST OF PUBLIC IMPROVEMENTS
PARCEL MAP NO. 36968
4 IMPROVEMENT IJANTITY UNIT-----------
1 -
I -

1. 11 1-. Roadway Excavation 224 -- ....... CY
2 Sawcut Existing AC Pavement 530 . . . . ....... LF
3 Cold Plane AC Pavement 932 SF
4 Grind AC Pavement in Place 117 SY
5 Remove AC Pavement24, 274 SY . .....
6 Remove Concrete Curb and Gutter 1,659 LF
7 Remove Concrete Sidewalk 2, 800 SF
8 Install AC Concrete 136 Ton
9 Install A grq. 4te Base140 CY
10 Apply Asphalt Emulsion I Ton
11 Install AC Overlay 932 SF
12 Install Concrete Curb and Gutter (TypeA). 428 LF
13 Install Can Sidewalk ( 4" min) . . .. . ....... ... 2, 118 SF 14 Install Concrete Drive Approach 1, 610 SF
1, 5 Install Concrete ADA Accessible Ramps 4 EA
16 Install Street lights andconduit 3 EA
17 Install Sidewalk Drain ( D- 309) 4 EA
18 Install Street Name Si vn 2 EA
19 5 EA
20 Install Single Post Road Sign 2 EA
I- Apply Thermoplastic Markings 40 SF
22 Install Street Trees ( 24" box) 10 EA
23 Install Landscaping andlrriganion .S t 2, 650SF
24 Install Landscape Fill Material__.....___ 49 CY
A st Manhole To Grade . . ......... EA . . . .......... . .... .

And all other improvements shown on the Off- site Improvement Plans for PM36968- CqpetLhageij_Villas not identified hereon.

RIV # 4837- 5047- 1690 v2 1 SUBDIVISION IMPROVUMENT AGREEMENT

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EXHIBIT " C"
wflffxlw:

As evidence of understanding the provisions contained in this Agreement, and of the Developer' s intent to comply with same, the Developer has submitted the below described security in the amounts required by this Agreement, and has affixed the appropriate signaturesthereto:

PERFORMANCE BOND PRINCIPAL AMOUNT: 178, 000. 00
Surety: SureTecInsurance Company
Attorney- in- fact: Peter Miceiche
Address: 1330 Past Oak- Blvd,, .......Su"i-t—effil 0'-0"--'- Houston, TX 77056
MATERAD LABOR BOND PRINCIPAL AMOUNT: $ 178, 000. 00
Surety: SureTec Insurance
Attorney4n-- fa( t— Peter Miceiche
F -WITS = 1= 1111 iiiiii1i11
Houston, TX 77056
RIV # 4837- 5447- 1680 Q 2 SUBDIVISION IMPROVEMENT AGREEMENT

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BOND NO. 4426272
INITIAL PREMIUM: $ 4, 060. 00

SUBJECT TO RENEWAL
Premium Based On Final Contract Amount
myrrunw
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City of Hemet, California (" City") and Kosh Investment, Inc.

Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Parcel Map No. 36968 (" Public Improvements");
WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Subdivision Improvement Agreement dated April 23, 2019 Improvement Agreement");
WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and
WHEREAS, Principal is required by the Improvement Agreement to provide a good and sufficient bond for performance of the Improvement Agreement, and to guaranteeand warranty the Public Improvements constructed thereunder.

NOW, THEREFORE, Principal and Insurance Company (" Surety"), a corporation organized and existing under the laws of the State of Texas , and duly authorized to transact surety businessunder the laws of the Stateof California, are held and firmly bound unto City in the sum of One Hundred Seventy-eight Thousand and No/ 100 Dollars ($ 178, 000. 00), said sum being not less than one hundred percent ( 100%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. * SureTec Insurance Company
THE CONDITION OF THIS OBLIGATION is such, that if Principal, his or its heirs, executors, administrators, successorsor assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects accordingto their intent and meaning, and to indemnify and saveharmlessCity, its officers, employees, and agents, as stipulated in the Improvement Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

R # 4837- 5047- 1680 Q I SUBDMSION IMPROVEMENT AGREEMENT

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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 City in successfullyenforcing suchobligation, all to betaxedascosts and included in any judgment rendered.

Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications Ipeel ications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it doesherebywaive notice of any suchchange, extension ol- time, alteration, or addition.

This bond is executed and filed to comply with Section 66499 et secs. of the Government Code ot"(,.' ahlbrnia as security for performance of -the Improvement Agreement and security for the one-year guarantee and warranty of the Public Improvements.

IN WITNESS WIJERE01-, the seat and signature oftfie Principal is hereto affixed, and the corporate seal and the name of the Surely is hereto affixed and attested by its duly authorized Attomey- in- Fact Los An es, CA this 29th ( lay of arch 2019 19% ­--­___ -- —,,— M— c-—
LLC
Principe
By: . .... . .....

Its: NL4Wdi
print name)
SureTec Insurance, Comp n_y,,, ...........

Surety
By:

Attorney -let -Fact
print name)
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION BY" PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF

ATTORNEY TO LOCAL REPRE SENTATIVES OF THE BOND - LNG
COMPANY NIUST BE ATTACHED TO THIS BOND.

RIV 44836. 3917- 8284 v2 2 SUBDIVISION

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CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT CML 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
Count An ! le. County of __ L — )
Oil MAR99 2019 before me, Angel Nunez, Notary Public
Date Here Insert Name and Title of the Officer
personally appeared Pietro Micciche
Name( s) of Signer( s)
who proved to me on the basis of satisfactory evidence to be the person() whose narne0o is/ A06 subscribed to the within instrument and acknowledged to me that he)* WftX executed the same In his/,0% UlK authorized, capacity(* X), and that by, his/AOMMKsignature( p) on the Instrument the person(, or the entity upon behalf of which the person(o) acted, executed the instrument.

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

WITNESS my j) ariid)and official
of Notary Public
Place Notary Sea] Above

OPTIONAL -
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document
Title or Type of Document: Document Date:

Number of Pages: — Signer( s) Other Than Named Above: .,— Capacity( les) Claimed by Signer( s)
Signer' s Name,
Cl Corporate Officer — Title( s):

D Partner — E U d El General
0 Individual mvAftomeyin Fact
Lj Trustee El Guardian or Conservator
E j Other:

Signer Is Representing:

Signer' s Name:
17 Corporate Officer — rrtle( s):

L1 Partner — 1-1Limited 1-1 General
EJ Individual Cl Attorney in Fact
C1 Trustee D Guardian or Conservator
0 Other:

Signer Is Representing:
02014 NationalNotary Association - www.NationaiNotary.org - 1 -800 -US NOTARY (1-800-876-6827) Item # 5907

21.N

BOND NO. 4426272
INITIAL PREMIUM: Premium Based On Performance Bond

SUBJECT TO RENEWAL
1,
lei OW& OW M105 - M
PARCEL MAP No. 36968 IMPROVEMENTS
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City of Hemet California (" City") and Empresa, LLC (" Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Parcel Map No. 36968 (" Public Improvements");
WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Subdivision Improvement Agreement dated April 23, 2019 Improvement Agreement");
WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and
WHEREAS, Principal is required to furnish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for, or about the performance of the Public Improvements, or for any work or labor done thereon of any kind, or for amounts due under the provisions of Title 15 ( commencing with section 3082) of Part 4 of Division 3 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the sametogether with a reasonableattorney' s fee in casesuit is brought on the bond.

NOW, THEREFORE, Principal and
1-
Insurance Company (" Surety"), a
corporation organized and existing under the laws of of Texas, and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto City and to any and all material men, persons, companies or corporations furnishing materials, provisions, and other supplies used in, upon, for or about the performance of the Public Improvements, and all persons, companies or corporations renting or hiring teams, or implements or machinery, for or contributing to the Public Improvements to be done, and all persons performing work or labor upon the same and all persons supplying both work and materials as aforesaid excepting the Principal, the sum of One Hundred Seventy-eight Thousand and No/ 100 Dollars ($ 178, 000. 00), said sum being not less than 100% of the total cost of the Public Improvements under the terms of the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successorsand assignsjointly and severally, firmly by thesepresents. * SureTec Insurance Company
RIV # 4837- 5047- 1680 v2 1 SUBDIVISION IMPROVEMENT AGREEMENT

21.N

THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal, his or its subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any materials., provisions, or other supplies or machinery used in, upon, for or about, the performance of the Public Improvements, or for work or labor thereon of any kind, or tall to pay any of' the persons named in California Civil Code Section 3 18 1, or amounts due under the Unemployment Insurance Code with respect to work or labor perfon-ned by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the hmployment Development Department from the wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the Unemployment. Insurance Code with respect to such work and labor, and all other applicable laws of the State of California and rules and regulations of its agencies, then said Surety will pay the same in or to an amount not exceeding the sum specified herein, 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 City in successfully enforcing such obligation, all to be taxed as costs and included in anvjudgi- nent rendered.

This bond is executed and filed to comply with Section 66499 et sem, of the California GovernmentCodeassecurity for paymentto contractors, sitbcontractors, andpersonsfurnishing labor, materials, or equipment for construction of the Public Improvements or perfon- nance of the linprovement Agreernent. It is hereby expressly stipulated and agreedthat this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 ( commenchur 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.

Surety, for value received, hereby stipulates and agreesthat no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition,
IN WITNESSWHEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name, of the Surety is hereto affixed and attested by its duly authorized Attornev- iri- Fact at Los Angeles, CA this 29th day of March ---, 2019.

LLC
princip0l—
By: . . .............

Its: Managing, n: er
q
print name)
SureTec In-surance Compan
Surety
Attorney -In -Fast
Peter Micciche
Print name)
RIV " 4836- 3,917- 8284 Q 2 SUBDIVISION ( IMPROVEWNTA6RUMPNIT

21.N

NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENT

BY PRINCIPAL AND SURETY, AND A COPY OF
ATTORNEY TO LOCAL REPRESENTATIVES 0
COMPANY MUST BE ATTACHED TO THIS BOND.

RI V # 4836- 3917- 8284 Q 3

SUBDIVISION IMPROVEMENTAORETMENT

21.N

CAUFORNIA ALL- PURPOSE ACKNOWLEDGMENT CMLCODE§ 11
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 Califomia
County of --- )
2On MAR9 9 019 _ before me, Angel Nunez, Notary Public
Date Hem insert Name and Title of the Officer
personally appeared
Pietro Micciche
Names) of Signer( s)
who proved to me on the basis of satisfactory evidence to be the person( whose nameW is/ 3k subscribed! to the within instrument and acknowlediged to me that he/AW# n executed the same in hik authorized capacityW), and that by histo WMXVsignature( 0 on the instrument the person(A), or the entity upon behalf of which the personN) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct,
WITNESS my bandl- a-r)d official seal.

Signature
Place Notary Seal Above
Signature of Notary Public

I OPTIONAL -
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document
Title or Type of Document: Document Date:

Number of Pages: — Signer( s) Other Than Named Above:

CapacityPes) Claimed by Signer( s)
Signer' s Name:

D Corporate Officer — Title( s):

I,-] Partner — E] Lim' d El General
E-1. Individual 7Attorneyin Fact
0 Trustee 0 Guardian or Conservator
D Other:

Signer Is Representing:

Signer' s Name:
11 Corporate Officer — rit* s):
0 Partner — [] Limited El General
Individual El Attomey in Fact
Trustee D Guardian or Conservator
Other: . .......

Signer Is Representing:
02014 NationalNotary Association - www.NationalNotary.org - 1 -800 -US NOTARY (1-800-876-6827) Item # 5907

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POA #: 510100
Know AII Alen kap7hese Presents, That SURETEC 1145URANCECOMPANY ( the "Cornpany"), a corporation duly arganized and exisfing under the law,, of the State of 1"exas, and having its principal office in Rouston, Harris County, 'Fexas. doesby thaw plesents iilakeE ronstitittc and appoint
Peter Miccid, ie
its trne and lawful Attorney- In-fiact, with fiAl power and autho6ty hereby conferred in its name, place and stead, to s.xecute, acknowledgc, and tlefiv- r any and all bonds, rkcognizAno.s, undortakifigs or other instruments or colitrar:ts CifsUret-YSI-rip to include o"aivers to th".

C,Ondiliunnsof contfwcts and consentsofsurety for.

Principal: Empresa, LLC
Obligee" City of Hemet
Amount: $ 178, 000. 00
and to bind the Conip-any thereby as fully and to the same extcra asif such hond were signed by the Preskient, sealed with the cmponne, se'adof, the ("AnTipany ,axid duly ati" ted by its Secretary,. hereby ratifying and confirming all iliac die said arta rney- in- Fact may do in the p,remises, Said appointment is made url.der and by atatholity of tile " alto in resoludous of tire f3oard ofEftremors ref the Sure'fuc Insurance Company:

Re it Resotveel, Ulatthe President, any Vice- Presiden, any Assistant Vico-Prosidtnt, an; ' 3ecretaryor aH5- Assistant Secietary shall be aad is hereby vested widi Rall power and awhority to appoint any one ormore suitable persons. as to represcm and act ' for and on bci,,Af of the (.'ompany subject to the following provisions,, moy he given find power alid auffiority for and in the, nanreof and of behalf of the Company, to execute, acknowledgeand fivcr, any and all bonds, recognLatnCe", contfacts, agreenlentsor indeamity and otber condifional or obligatory naafiertakki&s andany andalI nofices and document"; Qmceling. or len-ninating the Company's liability therrunder, fwd any such instruments so es:ecutcd by mv, sucli Alaorne,y-in-Factshall bebiridbig upon the Companyasif signedby the Presidentandseatcdandeffected by the CiorporatoSecxcu-try, Re it Resolved, that the signatwc ( if any authorized officer and seal of the Company horetryforr, or hi reaficr affixed to any powu ofationiq or aMyceffflk, aterekolng, dsocto by flacshnMe, andany ljowcr ofattorocy or certificate bcarin&yAUsisrrOQ: sigthaureor f4csirilk sal AuAl be wiid uldbini"Jimgul)(m Ole ("Ontpanywith wspectto anybondor tuxicrtakingto whiChit is itttadlddr ,Adopiedata meetingheldm 20 q` in Wenassfllsereqfj SURETEC INS1.3RANC,El (."OMPANY' hass causedthesepresentsto be signedby its, Presidenc, and its corporan, .,ea-? to be hereto affixed this Pithday. of April, AM, 2017,
SURETECI VTkANC (COP11 NY
0 BY:
0 ,
il,) X, , Pr slatW John Knox , Presio it
S, t3 -C, Qt. 'I
County offlan" i"s
On this 6th Ydfy of Aprfl, AD, 2017 before Kno, personally cufne John Knox, to fric knotwar; who, beirg by me ( ly dupos, 4,. Olw h? 1FC INSURANCE CONWANY ffie C( ed in amd ixhich cxusuled the abovtilcs( J, s il ffouslm,, Fexas, that he is, Preside. rn, of Wli)-, I ', 11,
that fie knows the seal of seid Counfemy, ;:. artthe sealaffixed to said instrunient is suchcorpoilweSeel; dint it Wasso affixed 4y orrhe- Ofthe, Board of Lt rectos ( A' said cornpany; and ffial fie siguicA his name thereto by like order.

I JACQUELYNGREE:JNLEAF
10 Notary Public. State of Texas
Comm, Expires 05- 16- 2021]
30 9Notary ID 126903029
4 Officc-.- --
141luelyn Greenleaf, Notary Public
My commission expires May 18, 20271
L N4, Bn.,nt Beary, AssistantSecretary (.)f SURUD INSLI ' ANC 1' CONIFANY, do herebycertify theftthe aboveand faireping is a tate. andcorreetccq3y t4' a Nmor of Atrorilcy, executed by said Comimov, which is still in full force and effect" and furtherrnare, rhe rosolutions of the Board ofl) ireetors, set meatresd lliw,, er of Attorney aw in fbU 11n,(x- and
Citr ayesunder my hand and the stealof said (' wytpany at Houstan, Texas this ti ay r—, .. March,,-_ X019 D.

A Brent eaty, Assistant Secretary
Any instrument issued in excess of the penalty stated above is totally void and without any validity.

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EXHIBIT " D"

LIST OF PARCEL MAP CONDITIONS

OF APPROVAL NOT SATISFIED
RIV # 4837- 5047- 1680 Q j SUBDIVISION IMPROVEMENT AGREEMENT

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CITY OF HEMET
FINAL

CONDITIONS OF APPROVAL
PLANNING COMMISSION DATE: July 21, 2016
PROJECT NO.: Tentative Parcel Map No. 36968 (MAP 15-006) APPLICANT: Nader Khoshniyati - Empresa Construction, LLC LOCATION: East side of Copenhagen Street, south of Sydney Street and north of Anchorage Street
DESCRIPTION: Re -subdivision of 13 existing lots on 3.36 acres, into one ( 1) parcel and one ( 1) lettered lot
OCCUPANCY: This project has been reviewed as an Tentative Parcel - Map; any other use will require further review.

Note: Any conditions revised at a hearing will be noted by strikeout ( for deletions) and/ or underline ( for additions), and any newly added conditions will be added at the end of all conditions regardless of the Department originating the condition.

STANDARD CONDITIONS
The following conditions of approval were approved by the City Council as standard conditions of approval for all projects. Questions regarding compliance with these conditions should be directed to the Planning Division at ( 951) 765- 2375, or to the specific department and contact phone number provided below.

Gene Lql Reuirqmehuts
4 41
No-- formal- not4w of -expiration - wit - be
gNen-by-the-City,
i City of Hemet— Final Conditions of Approval 0
Tentative Parcel Map No. 36968 — Copenhagen Villas

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Approval ..."" " M, . e*.
o. x ;
r 0as •
n' Tha-appeal,-.sihafl,mabe-,In,wfib,ng-an" haH-be- acpaniied

3. Prior to the issuance of grading permits, a new tentative subdivision map shall be filed and recorded to remove the underlying lots and private street configuration.

4. The conditions of approval of this project shall supersede all conflicting notations, specifications, dimensions, typical sections, and the like, which may be shown on the tentative project plans.

5. This project site shall be developed in accordance with the approved plan( s) and the conditions contained herein.

This project shall comply with all sections of the Zoning and Subdivision Ordinances and all other applicable Local regulations in effect at the time of the building permit application and/or time of recordation, including the I.C. B.O.

California Building Code, California Fire Code, and City and State Handicapped Accessibility Requirements ( California Code of Regulations, Title 24).

7. Construction activity shall meet the requirements of Hemet Municipal Code Chapter 30, Article II.

8. w
inage - plan - s - be
prepared -and -submittedwto,lbe- City E"ngmneerwand" P'I'anning.'Cepartrnent ' or"review and approva,k No grading or drainage work shall occur without a grading permit and/or the permission of the City Engineer.
9, The applicant shall indemnify, protect, defend, and hold harmless, the City, and/ or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, from any and all claims, demands, law suits, writs of mandamus, and other actions and proceedings ( whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolutions procedures ( including, but not limited to arbitrations, mediations, and other such procedures), ( collectively " Actions"), brought against the City, and/ or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, the any action of, or any permit or approval issued by, the City and/ or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof ( including actions approved by the voters of the City), for or concerning the project, whether such Actions are brought under the California Environmental Quality Act, the Planning and Zoning Law, the City of Hemet— Final Conditions of Approval
Tentative Parcel Map No. 36968 — Copenhagen Villas

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Subdivisions Map Act, Code of Civil Procedure Section 1085 or 1094.5, or any other state, federal, or local statute, law, ordinance, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that applicant shall reimburse City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the applicant of any Action brought and City shall cooperate with applicant in the defense of the Action.

PLANNING CONDITIONS
am=

10. This project design and construction shall be consistent with the City's Multiple Family Residential Design Guidelines approved by the City Council on October 22, 2002 ( CC Resolution No. 3677) and approved Site Development Review No. 14- 001.

Site Develoornen

11. Prior to final map recordation all conditions of approval contained herein shall be completed to the satisfaction of the Planning Division. 12, Prior to the issuance of Grading Permits, the Developer shall submit to the Planning Division and the Public Works Department a detailed landscape and irrigation plan with automatic irrigation for landscaping on-site and for public areas, consistent with the project site plan. The plans shall be prepared by a registered Landscape Architect on the approved grading plans and shall indicate the botanical and common names. This project shall be subject to all the requirements listed in the Water Efficiency Landscaping Ordinance ( currently Ordinance No, 1827, adopted by City Council on April 13, 2010).

13. Prior to the approval of landscape plans, show all existing on-site mature trees; trees which are located in any area proposed for buildings and/or vehicular access need not be indicated unless proposed for relocation. The Applicant shall minimize the removal of mature trees, where possible. A mature tree shall be defined as a tree with a trunk measuring 4 -inches or greater in diameter, 4 -feet from existing ground level. Mature trees removed shall be replaced by planting replacement trees at a ratio of 1: 1 and of a size not less than 24 - inch box.

City of Hernet— Final Conditions of Approval
Tentative Parcel Map No. 36968 — Copenhagen Villas

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14. Prior to the approval of landscape plans, the landscape areas located west of units 1 and 23 shall be revised to include a larger variety of shrubs, vines and groundcover, subject to approval by the Planning Division.

15. Prior to the issuance of a Certificate of Occupancy or finalization of the Building Permit, landscaped areas shall have an automatic irrigation system, with automatic timers, installed and operational.
16, A one- year Faithful Performance bond, ( equal in value to ten percent ( 10%) of the cost of the installed landscaping) shall be posted to guarantee installation, plant health, and established growth. The bond may be reduced by the City after installation has been approved.

The following conditions of approval are project specific and were recommended by the Planning Division, Questions regarding compliance with these conditions should be directed to the City of Hemet Planning Division at ( 951) 765- 2375.

Planning - Environmental

17. During construction, should any archaeological artifacts be discovered, the Planning Division shall be notified immediately, and all work shall cease until a qualified archaeologist, approved by the Planning Division and financed by the Applicant, has examined the artifacts and the site and submitted his or her findings and recommendations directly to the Planning Division. Any further release of the information to any and all parties shall be only at the direction of the Planning Division. Recommencement of construction shall be upon the approval of the Planning Division.

18. Prior to the issuance of a Grading Permit, a pre -construction burrowing owl study shall be conducted to assure that burrowing owls have not moved onto the site prior to the beginning of site work (per Habitat Assessment prepared by Joan R.

Callahan on 4. 14. 14).

ENGINEERING CONDITIONS
The following conditions of approval are project specific and were recommended by the Engineering Department. Questions regarding compliance with these conditions should be directed to the City of Hemet Public Works - Engineering Division at (951) 765-2360.

General

19. When changes to the approved Tentative Map are proposed, a Substantial Compliance Exhibit shall be submitted for review and aroyal of the City City of Hemet — Final Conditions of Approval
Tentative Parcel Map No. 36968 — Copenhagen Villas

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Engineer and Community Development Director.

20. The applicant shall coordinate with affected utility companies and obtain any permits as necessary for the development of this project

21. Where survey monuments exist, such monuments shall be protected or shall be referenced and reset, pursuant to Business and Professions Code, Sections 8700 to 8805 ( Land Surveors Act). y _

22. Monuments shall be provided in accordance with City of Hemet Standard Specifications for Public Works Construction Standard M- 900, M -900A, and M- 901.

23. Cross -ties shall be set in top of curbs, and tie sheets shall be submitted to the City Engineer before a monument security is released.

24. Prior to any lane closure or detour, the Applicant shall submit a Construction Traffic Management Plan, for review and approval by the City Engineer. The plan shall include, but not limited to, signing, truck routes, and dirt hauling hours.

25. Prior to issuance of a Certificate of Occupancy, digitized drawing files of the Onsite Plans, in a City' s compatible CAD system, shall be submitted along with original mylar plans. Also provide PDF file of all City Engineer approved Improvement Plans showing City Engineer's approval signature as well as Private Engineer' s approval signature.

26. Easement( s) of record not shown on the Final Map shall be relinquished or relocated. Lots affected by proposed easements or easements of record, which cannot be relinquished or relocated, shall be redesigned.

27. The area of Lot A shall be reserved as an easement for the rights of ingress and egress for emergency vehicles as a turn around and for drainage purposes. The lot shall be owned and maintained by the applicant/ developer.

Streets

28. Any public improvement damaged during construction, including but not limited to curb and gutter, sidewalk, access ramps, paving, trees, and lights, shall be replaced to the satisfaction of the City Engineer. Access ramps to comply with current California Building Code requirements, prior to issuance of a Certificate of Occupancy.

29. Prior to Certificate of Occupancy, the applicant/developer shall grind and overlay the top 0.15" from the gutter line on the east to the street centerline on Copenhagen Street in accordance with the City of Hemet Standard I City of Hemet - Final Conditions of Approval 0
Tentative PaTCOIMap No. 36968 - Copenhagen Villas

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Specifications for Public Works Construction, Standard Street Sections.

30. Prior to issuance of Certificate of Occupancy, all existing driveway approaches on Copenhagen Street shall be removed and replaced with new full height curb and gutter.

31. Prior to issuance of a Certificate of Occupancy install driveway approaches in accordance with the City of Hemet Standard Specifications for Public Works Construction, Standards C-208, C- 209, and C -210A. In accordance with City of Hemet Resolution No. 1783, driveway widths and locations shall be approved by the City Engineer.

On - Site
32 Rri to, a ,,,. e . Gr-ading er t; ...tip : nt small ui r ai t . it fog. rev• -- and pr-oval.....a Derr lit or .. Plan foru..t - exi terg...AC inroad, curb.. &..,gutter, water....& sewer line, pity
Engineer:
33, Prior to issuance of a Certificate of Occupancy or the finalization of building permit, install a double wide ADA trash enclosure in accordance with the City of Hemet Standard Specifications for Public Works Construction, Standards R -500A series with ADA access The location(s) shall be approved by the City of Hemet Refuse Supervisor and the City Engineer.
34, Pfier- to- issuanee b
des, igR
the4eeation- of parkinVotpeciffeati

35. Prior to issuance of a Certificate of Occupancy, install handicap ramp( s) in accordance with the City of Hemet ,Standard Specifications for Public Works Construction, Standard C- 216, and C -216A and Uniform Buildin Code Title 24.

Drainage

36. Prior to issuance of the Building Permit, the Applicant shall pay the Master Storm Drain Plan fee, at the currently adopted rate.

F1 City of Hemet- Final Conditions of Approval
Tentative Parcel Map No. 36968 - Copenhagen Villas

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37. Prior to issuance of a Certificate of Occupancy, FEMA Flood insurance Map 06065C147OG shows this project to be in Zone X; areas subject to 100 -year flooding, with average depths less than one foot, with an area of of 0.2% annual chance of flood, and an area considered to be outside the 0. 2% annual chance floodplain. All building foundation pads within the development shall be elevated in accordance with City of Hemet Ordinance No. 754.
38, Prior to issuance of a Certificate of Occupancy the applicant's Land Surveyor shall submit to FEMA and the City of Hemet an Elevation Certificate for the proposed structure on the latest Elevation Certificate FEMA Form prior to Certificate of Occupancy. The Applicant shall adhere to all Federal Emergency Management Agency ( FEMA) regulations and requirements in the event that existing drainage patterns are affected by this development. Prior to issuance of a Grading Permit all necessary calculations shall be submitted to the City of Hemet and to any governing Federal agency for review and approval. 1 e-
es
properties; eo- Pf-ivate-Street p
br, aiinage,, E-asement- bented
e
w
shallp-
m^ a, o
Associated p
42, w "
using the.,,WQM" iu,idehnes-,, igl,,-Tein, do4
e',
for- BWsran n.

City of Hemet - Final Conditions of Approval
Tentative Parcel Map No. 36968 - Copenhagen Villas

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43. Prior" te....i e v f. aro" d ," ". Psr' t; o t- suall- providethe ....City En' gin' eer - with- ro+ of., t- wWA' e-' t' a"te Wate- r"""..Resources under
Co nstrastion-"' Gener' at- Peri " it - Order No,.."2 f 1 W(a Mand-1av - aR-ap roved W MP - Ir . ".. - the.- 0-
i,
ty,

44. reemen' t ., with..." tho-- Go- Reeord' er, or"" othor'"." i tru on"t. aeoe' pt .- tache- amity-,,to._4nfor ...futare- ro erty,,., wn' ers" µof_"Ache re.qarremen' t.._to 1, t.- . . "" oleot"- sp, . l P-

45. Pri' o' ssua' n, of""a.,Ceif" t f" eapo . y .,,, Peg'i'st n"gtn sha9i rat. to-..the--"- ngeer...- a w' rithen.. tfioationm thatw". l, tf eo. . nent e'f..the a' ppro' ved,-. MP ha -. e - sa'tisfactory i - alled- and- constr uGtedw,,,,'Cea-tafi'cattien the- , ro"ved- W P.;

46. Prior to issuance of a Grading Permit, any required underground storm drain lines and appurtenances, within the public right-of-way, shall be installed in accordance with the City of Hemet Standard Specifications for Public Works Construction,

47. t,'y--ii,,* nect- r-shall,- be, sho
be - recorded
w .
a as
Engineer -for -review- and-approve4T,hydrology-on ".- i G
49, between
gym - to - a1, 00- year/ 3- hGur- stom- l- r, ust be

50. a,,
Gopergiagen
o -
r] City of Hemet - Final Conditions of Approval 0
Tentative Parcel Map No. 36968 - Copenhagen Villas

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Water

51. Domestic water service will be provided by EMWD.

Sewer

52. Domestic sewer service will be provided by EMWD.

FIRE PREVENTION CONDITIONS
The following conditions of approval are project specific and were recommended by the Fire Department, Questions regarding compliance with these conditions should be directed to the City of Hemet Fire Department, FIRE PREVENTION DIVISION at (951) 765- 2450.

Unless specifically stated herein, these conditions shall not be construed to permit or allow deviation from any Federal or State laws nor any of the local codes and ordinances adopted by this jurisdiction.

Hydrants and Fire Protection Systems

53. An approved water supply capable of supplying the required fire flow for fire protection shall be provided on site when any portion of the building or facility is in excess of 400 feet from an approved water supply on a public street. CFC and IFC Section 507. The location of on- site hydrants and mains shall be approved by the Fire Marshall prior to permit issuance.
54, In accordance with the CFC and IFC Section 507, the water system ( mains and hydrants) shall be tested and accepted by the Fire Marshal prior to the commencement of combustible construction. Hydrant markers ( Blue Dots) shall be installed pursuant to the City of Hemet Standard Specifications for Public Works.

Fire Department Access
55, Prior to delivery of combustible materials on site, provide and maintain an all- weather surface access roadway 20 -feet wide with a 13 -foot 6 -inch vertical clearance designed to support the imposed loads of fire apparatus in accordance with the CFC and IFC Section 503. 1 ( dirt or native soil does not meet the minimum standard). Minimum turning radius for fire apparatus is 52 feet outside) and 32 feet ( inside). Fire access is required to within 150 feet of all portions of every building unless otherwise approved by the Fire Marshal. 11 City of Hemet - Final Conditions of Approval D
Tentative Parcel Map No. 36968 - Copenhagen Villas

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56. Prior to the issuance of a Building Permit, in accordance with the CFC and IFC Section 503.2.5, approved turnarounds are required on any access road in excess of 150 feet in length, per City of Hemet Fire Department Standards. 57, Prior to the issuance of a Building Permit, Fire Department access roads shall have an unobstructed minimum width of 26 feet where fire hydrants are located along the access roadway or as otherwise determined by the Fire Marshal in accordance with CFC and IFC Section 503. 2. 2. & the CFC and IFC Appendix Section D103.

58. Prior to the issuance of a Building Permit, Provide secondary access/egress per CFC and IFC Section 503. 1.2 as required by the Fire Department. No portion of any public or private street used for fire access shall exceed 12% grade without approval from the Fire Marshal. All cul-de-sacs shall conform to City Standards for length, width and turnaround radius,

59. Prior to the issuance of a Certificate of Occupancy, " No Parking - Fire Lane" signs, red curbing, street signs and other required markings shall be provided to the specifications of the City of Hemet Fire Marshal in accordance with the CFC and IFC Section 503. 3 and California Vehicle Code Section 22500. 1.

Prior to the issuance of a Building Permit, in accordance with the CFC and IFC Section 503, security gates if installed, shall be installed with approved automatic devices and/ or key switches to allow Fire and Police Department access and egress pursuant to the City of Hemet Municipal Code and Fire Department Standards.

61. Prior to the issuance of a Building Permit, Install Knox key boxes and/or Knox locks for Fire and/ or Police Department access in accordance with CFC and IFC Section 506 and the Hemet Municipal Code.

62. Prior to the issuance of a Building Permit, modify driveway and on-site circulation in order to provide additional access for fire apparatus pursuant to CFC and IFC Section 503 ( contact the Fire Marshal for specifics). Minimum turning radius for fire apparatus is 52 feet ( outside) and 32 feet ( inside). Fire access turn - around areas must be clear from obstructions including outside storage, trash enclosures and parked vehicles.

Miscellaneous
63, Prior to the issuance of a Certificate of Occupancy, an electronic version of the final tract map or site plan shall be submitted for fire suppression use. The scale shall be such that the site plan shall be clearly legible, showing all streets, the building footprints and addresses, fire hydrant locations, Knox box locations ( if City of Hemet — Final Conditions of Approval
Tentative Parcel Map No. 36968 — Copenhagen Villas

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Vxfi
applicable), and access driveways. The format shall be compatible with the City ; of Hemet' s electronic data base or equivalent.

City of Hemet — Final Conditions of Approval CI
Tentative Parcel Map No. 36968 — Copenhagen Villas

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BOND NO. 4426272
INITIAL PREMIUM: $ 4, 0600.00

SUBJECT TO RENEWAL
Premium Based On Final Contract Amount

CITY OF HEMET
PARCEL MAP NO. 36968 IMPROVEMENTS
WHEREAS the City of Hemet, California (" City") and Kosh Investment, Inc.

Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Parcel Map No. 36968 (" Public Improvements");
WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Subdivision Improvement Agreement dated April 23, 2019 Improvement Agreement");
WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and
WHEREAS, Principal is required by the Improvement Agreement to provide a good and sufficient bond for performance of the Improvement Agreement, and to guaranteeand warranty the Public Improvements constructed thereunder.

NOW, THEREFORE, Principal and Insurance Company (" Surety"), a corporation organized and existing under the laws of the Stateof Texas , and duly authorized to transact surety businessunder the laws of the Stateof California, areheld and firmly bound unto City in the sum of One Hundred Seventy-eight Thousand and No/100 Dollars ($ 178, 000. 00), said sum being not less than one hundred percent ( 100%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successorsand assigns, jointly and severally, firmly by these presents. * SureTec Insurance Company
THE CONDITION OF THIS OBLIGATION is such, that if Principal, his or its heirs, executors, administrators, successorsor assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents, as stipulated in the Improvement Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

RIV # 4837- 5047- 1680 Q 1 SUBDIVISION IMPROVEMENT AGREEMENT

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As part of the obligation secured hereby, and in addition to the face amount spccifted therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney' s fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

Surety, for value received, hereby stipulates and agreesthat no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related ( hereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligationson this bond, andit doesherebywaive noticeof any suchchange, extension of" time, alteration, or addition.
rhis bond is executed and filed to comply with Section 66499 et seq. of the Government Code of Cali lornia as security for performance of -the Improvement Agreement and security for the one-year guarantee and warranty of the Public Improvements.

IN WITNESS WRb- KEOP, the seal and signature of: the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto affixed and attested by its duty authorized Attorney -in -Fact at Los Anaeles, CA this 29th dayof Mrh2019a, C-- _ EmpTsa,.., L-LC11----. . . . . .......... . . . .... ...

By:

Its: Mas WRT11
print name)
SureTec Insurance Qprnpany_
Surety
By:

Attornev- In- Fact
I
print na me)
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION

BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF

ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING
COMPANY MUST BE ATTACHED 110 THIS BOND,
RI V 94936- 3917- 8284 V2 2 SLAIDIVISION IMPROVFMENTAGREFAWNT

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CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary publicor other officer completingthis certificateverifiesonly the identityof the individualwho signedthe document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document, State of California
County of mm, Las Aqqetes
On MAR29 201
1 9 before me, Angel Nunez, Notary Public
Date Here Insert Name and Title of the Officer
personallyappearedPietro Micciche
Name( s) of Signer( s)
who proved to me on the basis of satisfactory evidence to be the personoo whose namew is/ X* subscribed to the within instrument and acknowledged to me that hWAWXM executed the same in his/) 1go(ftok authorized capacity( M), and that by his/ XW& q0Wsignature( p) on the instrument the person( g), or the entity upon behalf of which the person($) acted, executed the instrument.

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

WITNESS myhamij) and official
of Notary Public
Place Notary Sea/ Above
11OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document
Title or Type of Document: Document Date:

Number of Pages: — Signer( s) Other Than Named Above:

Capaeft( ies) Claimed by Signer( s)
Signer' s Name:

D Corporate Officer — Title( s):

L.1Partner — 1.]J Lim' d U General
v11 Indiidual
Lim'
in Fact
Ll Trustee U Guardian or Conservator
Cl Other:

Signer Is Representing,
Signer' s Name: . . ........ . .

E Corporate Officer — Title( s):

C1 Partner — Cl Limited G General
1-1 Individual El Attorney in Fact
El Trustee F3 Guardian or Conservator
I*-) Other:

Signer Is Representing:
02014 NationalNotary Association - www.NationaiNotary.org - 1 -800 -US NOTARY (1-800876- 6827) Item # 5907

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BOND NO. 4426272
INITIAL PREMIUM: Premium Based On Performance Bond

SUBJECT TO RENEWAL

CITY OF HEMET
PARCEL MAP No. 36968 IMPROVEMENTS

FORM OF LABOR AND MATERIAL BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City of Hemet California (" City") and Empresa, LLC (" Principal"), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, streetlights, and all other requiredfacilities for ParcelMap No. 36968 ("Public Improvements");
WHEREAS, the Public Improvements to be performed by Principal aremore particularly set forth in that certain Subdivision Improvement Agreement dated April 23, 2019 Improvement Agreement");
WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and
WHEREAS, Principal is required to furnish a bond in connection with the Improvement Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for, or about the performance of the Public Improvements, or for any work or labor done thereon of any kind, or for amounts due under the provisions of Title 15 ( commencing with section 3082) of Part 4 of Division 3 of the California Civil Code, with respect to such work or labor, that the Surety on this bond will pay the same together with a reasonable attorney' s fee in case suit is brought on the bond.

NOW, THEREFORE, Principal and
w * Insurance Company (" Surety"), a
corporation organized and existing under the laws of the State of Texas, and duly authorized to transact businessunder the laws of the State of California, are held and firmly bound unto City and to any and all material men, persons, companies or corporations furnishing materials, provisions, and other supplies used in, upon, for or about the performance of the Public Improvements, and all persons, companies or corporations renting or hiring teams, or implements or machinery, for or contributing to the Public Improvements to be done, and all persons performing work or labor upon the same and all persons supplying both work and materials as aforesaid excepting the Principal, the sum of One Hundred Seventy-eight Thousand and No/ 100 Dollars ($ 178, 000. 00), said sum being not less than 100% of the total cost of the Public Improvements under the terms of the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successorsand assignsjointly and severally, firmly by thesepresents. * SureTec Insurance Company
RIV # 4837- 5047- 1680 Q I SUBDNISION IMPROVEMENT AGREEMENT

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THE CONDITION OF TRIS OBLIGATION IS SUCH that if the Principal, his or its wbeontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any materials, provisions, or other supplies or machinery used in, upon, for or about the performance of the Public Improvements, or for work or labor thereon of any kind, or fail to pay any of the persons named in California Civil Code Section 3 18 1, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or for any amounts required to be deducted, withhold, and paid over to the Employment Development Department from the wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, and all other applicable laws of the State of California and rules and regulations of its agencies, then said Surety will pay the samein or to an amount not exceeding the sum specified herein.

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 City in successfully enforcing such obligation, all to be taxed as costs and included in anyjudgment rendered.

This bond is executed and filed to comply with Section 66499 et seg, of the California GovernmentCodeassecurityfor paymentto contractors, subcontractors, andpersonsfurnishing labor, materials, or equipment for construction of the Public Improvements or performance of the Improvement Agreement. 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 therri, or their assigns in any suit brought upon this bond.

Surety, for value received, hereby stipulates and agreesthat no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and. speci fications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it doesherebywaive notice of any suchchange, extension of time, alteration, or addition.

IN WITNESS WHEREOF, the sea] and signature of the Principal is hereto affixed, and the corporate seal and the nanic of the Surety is hereto affixed and attested by its duly authorized Attorney -in -Fact at Los Angeles, CA this 29th dayof, March 2019, I . . ............

Em esa, LLC
P
Bv:

Its: Kianaging er
L...
print name)
SureTec Insurance Cornpanv
Surety
By. A2
Attorricy- In- Fact
Peter Micciche
print name)
RIV # 4836- 3917- K84 2 2 SUBDIVISION IMPROVEMENTAGRF12MENT

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NOTE: APPROPRIATE, NOTARIAL ACKNOWLEDGMENTS
BY PRINCIPAL AND SURETY, AND A COPY Fof

ATTORNEY TO LOCAL REPRESENTATIVES OF
COMPANY MUST BE ATTACHED TO THIS BOND.

RIV # 4936- 3917- 8294 Q 2 SUBDIVISION IMPR( YVI,', MENI' ACvREE\, I,6-,NT

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CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT OML 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 Angeles
On- M.AR 19 before me, AnNunez, Notary Public
Date Hem Insert Name and Title of the Officer
personally appeared
Pietro Micciche
Name( s) of Signer( s)
who proved to me on the basis of satisfactory evidence to be the personoo whose name() is/ Xft subscribed to the within instrument and acknowledged to me that he)* M() W executed the same in his, ( o(ftjK authorized capacity(* X), and that by his/)qWMXV sIgnature(; 0on the instrument the person(), or the entity ,upon behalf of which the person(o) acted, executed the instrument.

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

WITNESS my ban " a official seal.

Signature
Signature of Notary Public
Place Notary Seal Above

OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: ...

IT...__......---
Document Date:

Number of Pages: — Signer( s) Other Than Named Above:

Capacity( les) Claimed by Signer( s)
Signer' s Name:

D Corporate Officer — Title( s):

El Partner — E-J"Limd! FJ General
I I Individual APAttorney in Fact
H Trustee U Guardian or Conservator
Ll Other:

Signer Is Representing:

Signer' s Name:. . ....... .. ­_ -
111111-
n Corporate Officer — Title( s): ....... .

El Partner — 0 Limited El General
C] Individual El Attorney in Fact
El Trustee 0 Guardian or Conservator
U Other:......

Signer Is Representing:
02014 NationalNotary Association - www.NationaiNotary.org - 1 -800 -US NOTARY (1-800-876-6B27) Item # 5907

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Know 411Men Ay These Prt vews, That SUKETEX. INSURANCE COMPANY ( the " Company"), a corporation duly organized and eXis6ng' Undertile laws of the State of')' exw', and having its prilicip"d office in Houston, Han -L; ccwnty, 'Fumis, duesby thesep'esents' nlakConstitute aand appoint
Peter Micciche
is Rmo ,a,ud lana -Rd ikuoruey- in- raot' wikh full po%,wr . and authority bf=, by coa[(,.,rrcd in its imi-ne, phwc aad stead, to ac,0m.cwtudg, , and deliver any and afl bonds, n.nrtderluld nygsor other itistruments or contratwis ofsuretyship to inchde watw. rs to lhc Conditions of corimicts wrisents of sarety for:.

Prml,, ipal: Empresa, L.L.C.

Obiigee: City of Hernet
Amount: $ 178:, 000. 00
and to Nyrd the Company thereby as fully mvi to, the sameextont as if such bond were sjgne,J Ilbyrthe President, sealed with the corpwrat0 sc."J of the Companyand duly aueswdby its Sc-f.,i-elaxy, herobyratifsaing "and coutirnmig at] that tile, id airy` do in I'lley 1 prcnnkes_ Said appointuient is rnade under and by authority of the re.scdutious of" fine Board ofl) j,mcton; offlit', Scars: 'k -,c Insurance Company:
13,,, i( Ro,solved, fto the dIresi6, w, any Vice- Nesident, any Assistant Vice4lresidcnt, ! ray Socroaq orany Msi,-,Ianl t' osmd is herebyvcswd Mkh 15.01p('mer and authority, to appoka an,,," one or more surlabieper,xynsas Aftmey( s)-in--Ilacl to mpresteirand act for andon befi, flfofdw, JC,mnpany ect u.) ifie, foHowin provlslows:

A,00rriev- i'u-Pacl, u4"Y bt gVQ'n foll pwxej and asqlwrity 16r and in the imme of and of tichalfof0w, Company, to cxecute, acknoiedg,,,; and hehvQrlany anA sH tmnck, rcccq,Hizw1cC8' contrauts, or indcninity and allicr condidonal or obfigalory undertakingsuad any andcd rlofic"'s and documelas canceHngor tcauwfimdny , the C'oIIIPWAY'S h3bility fl1CX'CWKlCr, apedany such instruments so oxcruted by arty such Attorhey-in-V"act Oak be binding upon thc Companyas if signedby UiePreskkaneandmfled andclTectedby de (, orporate Secretary, b1cit ReyoNed, thal the sggnature of any authoriml officer and scal of the comptuly or humdler afflxcd to any power of dim ney or ap'), cenificaw, relating, Rtoreto by filt-simac, mxl any Imwer ofaqtargwyor ccrtificate heariag fficsitnilr igwatureor fac""iyadescul "';hah l vakd and bindin"', upon the (' ompany s%4111respoctto atiy bcqid, or undertaking, to WhiCtlit iS altaChVd, (Iffh)ptodw a e"eenng lwldon "" Vi' o'f. Apro, 9, 9y
InIn 0'hnestf' fiere(>1'1 [ N' S"t) R,AN(, E (..,(,) MPANY hasc-ausedtheu! presewsto besigned by its flrosjdcw, andi1scorporateseal to be hertto ',ffflk ed this 6th cfiayof Ap it, AD, 2W 7, SURETEC I JRANC " CX ) NY
A s SAN&'!%
By.........
ear
w
John. K o Presid it
rarja e (" i' l fun
n tP,t. 6,51rafii} ( 1Api fl, AJ.). 2,.) V7 porsom,,Hv varne John Knox, Jr- to rao knownv,, hv, bFairr wily ';'Worn, did dopos' ;. md Ul',a U, by mu u " "", or d, 5 Itx, S. d4ks he N jIte' siden" of ' NL JNSUIRANCL COMP,ANY, thc comp"'Iny descrimt in awl sihia,fi 0,"Xecm(d th", Hou' kln inaruwrrcci;, t1tsl he krwws flu se"fl (::` ompany: that th' seahafriud to said histrument issuQhcoqiorale scat; dad it was so affixed by ordcr of thea; Bnard Cal 'Nrk' cmns; of' said C'o'Tapany; and kil he Ns nan-)e thereto by Re orrbcsr, µaaerr

JACOUELYN GREENLEAF
Notary PuWic, State of Texas
comm Lxpiros WIS- 2021
Notary it) 12690300299 elyn Greenleaf, Notary Public4-54", " My commission expires May US, 2021
1, INI, Beaty, Assismia, Secrolmy ofSU' R1,'1TT,("' 1W) RANCE, CONIVANY, do herebycertify thal the, aboveand flaregcdngis asmi0and COTUC'Cta, J')y, od -a V( mv- A' Mwrncy' ray snW Coinpany, whi4h k' ;,Wl in fidl force and effect; and ( he ro'solutions of the Fio"trd euen thc of' Auorney are in fuU ibre,-' aral efti,'o,
unt"Ierny handandthese,,,'d ofsaidCoinpfjnyatHouston, 'Tcxasthis, -29th da f March 2019 A D, M B t I eaty, Assista tit Seereth ry
Any instrument hssoed in excess of the penalty stated above is totally void and wlthout any validity.

For ve6ficafioii of the authority of this power you may caH (M) 812.0800any business day betweers8M am and SM pm CST,

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Date: April 25, 2019
RECEIVED from the City of Hemet, mylar map of:

City of Hemet Ordinance No. 494, requires the filing of Final Subdivision Maps.

A. . . Every approval or acceptance of any final map by the Planning Commission and the Council shall become void at the expiration of 90 days after the date of approval unless within such time, such final map be filed in the Office of the County Recorder of the County and be accepted by him as a public record in accordance with the provisions of the Subdivision Map Act of the State. If any final map shall be so recorded, three conformed copies of such recorded map ( 1 mylar, 2 paper prints) shall be filed with the City Clerk of the City of Hemet within 15 days of the date of recording with the County Recorder.

Failure to file with the County Recorder and with the City Clerk as herein provided, shall cause such approval and acceptance to become void ... @
To be mailed to: City of Hemet
City Clerk
445 E. Florida Avenue
Hemet, CA 92543
m Print Nam e

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RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
(Document exempt from recording fees
pursuant to Cal. Gov. Code§ 27383)

CITY OF HEMET
Attn: City Manager
445 East Florida A venue
Hemet, California 92543

THIS SP ACE FOR RECORDER'S USE ONLY

SUBDIVISION IMPROVEMENT AGREEMENT
FINAL PARCEL MAP 36968
RIV #4830-8901-9593 vi
By and Between

THE CITY OF HEMET,
a municipal corporation
and
L&H Development, LLC
DATED DECEMBER 13, 2022

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SUBDIVISION IMPROVEMENT AGREEMENT
PARCEL MAP NO. 36968
This Subdivision Improvement Agreement ("Agreement") is entered into as of this 25th day of October, 2022 by and between the City of Hemet, a municipal corporation ("City") and L&H Development, LLC, a California corporation ("Builder"). City and Builder are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties."

RECITALS
A. City of Hemet has previously approved Parcel Map No. 36968 on April 23, 2019, along with proper and sufficient security.

B. _ Empresa, LLC, a Limited Liability Company, ("Developer") has not completed all of the work or made all of the Public Improvements required by the Subdivision Map Act (Government Code sections 66410 et seq.), ("Map Act") the City Ordinances, the conditions of approval for Parcel Map No. 36968, or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land.

C. Builder has acquired the land known as Parcel Map No. 36968 from Developer.

D. The City desires to enter into this Agreement amending and superseding the Subdivision Improvement Agreement by and between the City of Hemet, a municipal corporation and Builder, also known as Riverside County Recorder Office Document No. 2019- 0155907 ("Original Subdivision Improvement Agreement").

E. Builder has not completed all of the work or made all of the Public Improvements required by the Subdivision Map Act (Government Code sections 66410 et�-), ("Map Act") the City Ordinances, the conditions of approval for Parcel Map No. 36968, or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land.

F. Pursuant to City Ordinances and the applicable provts1ons of the Map Act, Builder and City enter into this Agreement for the timely construction and completion of the Public Improvements and the furnishing of the security therefor, acceptable to the City Engineer and City Attorney, for Parcel Map No. 36968.

G. City has authority to enter into this Subdivision Improvement Agreement pursuant to Government Code Sections 66499-66499.10.

H. Pursuant to Government Code Section 66499, Builder's execution of this Agreement and the provision of the security are made in consideration of City's approval of the final map for Parcel Map No. 36968.

RIV #4830-8901-9593 v I -2-

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Builder agrees to complete such Public Improvements or assure their completion in accordance with this Agreement.

3.2 Permits; Notices; Utility Statements. Prior to commencing any work, Builder shall, at its sole cost, expense, and liability, obtain all necessary permits and approvals and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Builder's obligations under this Agreement. Builder shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or approval issued to Builder. Prior to commencing any work, Builder shall file a written statement with the City Clerk and the City Engineer, signed by Builder and each utility which will provide utility service to the Property, attesting that Builder has made all deposits legally required by the utility for the extension and provision of utility service to the Property. 3 .3 Pre-approval of Plans and Specifications. Builder is prohibited from commencing work on any Public Improvement until all plans and specifications for such Public Improvement have been submitted to and approved by the City Engineer, or his or her designee.

Approval by the City Engineer shall not relieve Builder from ensuring that all Public Improvements conform with all other requirements and standards set forth in this Agreement.

3.4 Quality of Work; Compliance With Laws and Codes. The construction plans and specifications for the Public Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements. The Public Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with City, 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.

3.5 Standard of Performance. Builder and its contractors, if any, shall perform all work required to construct the Public Improvements under this Agreement 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. Builder represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work. Builder 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.

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

RIV #4830-8901-9593 vi - 5 -

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4. MAINTENANCE OF PUBLIC IMPROVEMENTS AND LANDSCAPING.

City shall not be responsible or liable for the maintenance or care of the Public Improvements until City formally approves and accepts them in accordance with its policies and procedures.

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

Builder shall maintain all the Public Improvements in a state of good repair until they are completed by Builder and approved and accepted by City, and until the security for the performance of this Agreement is released. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to City; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It shall be Builder'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 City. If Builder fails to properly prosecute its maintenance obligation under this section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Builder and its surety under this Agreement.

City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Public Improvements or their condition prior to acceptance.

5. CONSTRUCTION SCHEDULE. Unless extended pursuant to this Section 4.1 of this Agreement, Builder shall fully and adequately complete or have completed the Public Improvements within three (3) years (36 months) following approval of the final map for Parcel Map No. 36968.

5.1 Extensions. City may, in its sole and absolute discretion, provide Builder with additional time within which to complete the Public Improvements. It is understood that by providing the Security required under Section 12.0 et �- of this Agreement, Builder and its surety consent in advance to any extension of time as may be given by City to Builder, and waives any and all right to notice of such extension(s). Builder's acceptance of an extension of time granted by City shall constitute a waiver by Builder and its surety of all defense of laches, estoppel, statutes of limitations, and other limitations of action in any action or proceeding filed by City following the date on which the Public Improvements were to have been completed hereunder. In addition, as consideration for granting such extension to Builder, City reserves the right to review the provisions of this Agreement, including, but not limited to, the construction standards, the cost estimates established by City, and the sufficiency of the improvement security provided by Builder, and to require adjustments thereto when warranted according to City's reasonable discretion.

5.2 Accrual of Limitations Period. Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not accrue until Builder has provided the City Engineer with written notice of Builder's intent to abandon or otherwise not complete required or agreed upon Public Improvements.

5.3 Builder Obligations Do Not Terminate. Notwithstanding the construction schedule and option for extensions provided in Sections 4.1 and 4.2, Builder's failure to complete the Public Improvements or to otherwise satisfy all conditions of approval, or City's non-extension of the time referenced in those sections shall not terminate or otherwise RIV #4830-8901-9593 vi - 6 -

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relieve the Builder of the obligation to complete the Public Improvements and conditions of approval and such obligations shall survive the term of this Agreement and shall survive until satisfied in full unless waived or modified by formal action of the City Council.

6. GRADING. Builder agrees that any and all grading done or to be done in conjunction with construction of the Public Improvements or development of Parcel Map No. 36968 shall conform to all federal, state, and local laws, ordinances, regulations, and other requirements, including City's grading regulations. All grading, landscaping, and construction activities shall be performed in a manner to control erosion and prevent flooding problems. The City Engineer shall have the authority to require erosion plans to prescribe reasonable controls on the method, manner, and time of grading, landscaping, and construction activities to prevent nuisances to surrounding properties. Plans shall include without limitation temporary drainage and erosion control requirements, dust control procedures, restrictions on truck and other construction traffic routes, noise abatement procedures, storage of materials and equipment, removal of garbage, trash, and refuse, securing the job site to prevent injury, and similar matters.

In order to prevent damage to the Public Improvements by improper drainage or other hazards, the grading shall be completed in accordance with the time schedule for completion of the Public Improvements established by this Agreement, and prior to City's approval and acceptance of the Public Improvements and release of the Security as set forth in Section 12.0 et �- of this Agreement.

7. UTILITIES. Builder shall provide utility services, including water, sewer, power, gas, and telephone service to serve each pare�!, lot, or unit of land within Parcel Map No. 36968 in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the regulations, schedules and fees of the utilities or agencies providing such services. Except for commercial or industrial properties, Builder shall also provide cable television facilities to serve each parcel, lot, or unit of land in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the requirements of the cable company possessing a valid franchise with City to provide such service within City's jurisdictional limits. All utilities shall be installed underground.

8. FEES AND CHARGES. Builder shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of construction of the Public Improvements, including, but not limited to, all plan check, design review, engineering, inspection, and other service fees, and any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as established by City relative to Parcel Map No. 36968, or as required by other governmental agencies having jurisdiction over Parcel Map No. 36968.

9. CITY INSPECTION OF PUBLIC IMPROVEMENTS. Builder shall, at its sole cost, expense, and liability, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur. If the City inspector requests it, the Builder at any time before acceptance of the Public Improvements shall remove or uncover such portions of the finished work as may be directed which have not previously been inspected. After examination, the Builder shall restore said portions of the work to the standards required hereunder. Inspection or supervision by the City shall not be considered as direct control of the individual workmen on the job site. City's inspector shall have the authority to stop any and all work not in accordance with the RIV #4830-8901-9593 vi - 7 -

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requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Builder or the contractor of any obligations to fulfill this Agreement as herein provided, and unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted.

10. ADMINISTRATIVE COSTS. If Builder fails to construct and install all or any part of the Public Improvements within the time required by this Agreement, or if Builder fails to comply with any other obligation contained herein, Builder and its surety shall be jointly and severally liable to City 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.

11. ACCEPTANCE OF IMPROVEMENTS; AS-BUILT OR RECORD
DRAWINGS. The City Council may, in its sole and absolute discretion, accept fully completed portions of the Public Improvements prior to such time as all of the Public Improvements are complete, which shall not release or modify Builder's obligation to complete the remainder of the Public Improvements within the time required by this Agreement.

11.1 Builder's Notice of Completion. Upon the total or partial acceptance of the Public Improvements by City, Builder shall file with the Recorder's Office of the County of Riverside a notice of completion for the accepted Public Improvements in accordance with California Civil Code section 3093, at which time the accepted Public Improvements shall become the sole and exclusive property of City without payment therefor.

11.2 City Acce·ptance of Public Improvements. If Parcel Map No. 36968 was approved and recorded as a single phase map, City shall not accept any one or more of the improvements until all of the Public Improvements are completed by Builder and approved by City. Issuance by City of occupancy permits for any buildings or structures located on the Property shall not be construed in any manner to constitute City's acceptance or approval of any Public Improvements.

11.3 Builder's Obligation to Provide As-Built or Record Drawings.

Notwithstanding the foregoing, City may not accept any Public Improvements unless and until Builder provides one ( 1) set of "as-built" or record drawings or plans to the City Engineer for all such Public Improvements. The drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein.

12. WARRANTY AND GUARANTEE. Builder hereby warrants and guarantees all Public Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of all landscaping within the Property in a vigorous and thriving condition reasonably acceptable to City, for a period of one (1) year following completion of the work and acceptance by City. During the Warranty, Builder shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public Improvements, in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of City, and to the approval of the City Engineer. All repairs, replacements, or reconstruction during the Warranty shall be at the sole cost, expense, and liability of Builder and its surety. As to any Public Improvements which have been repaired, replaced, or reconstructed during the Warranty, Builder and its surety hereby agree to extend the RIV #4830-8901-9593 vi - 8 -

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Warranty for an additional one (1) year period following City's acceptance of the repaired, replaced, or reconstructed Public Improvements. Nothing herein shall relieve Builder from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any Public Improvement following expiration of the Warranty or any extension thereof. Builder's warranty obligation under this section shall survive the expiration or termination of this Agreement.

13. SECURITY; SURETY BONDS. Prior to City's approval and execution of this Agreement, Builder shall provide City with surety bonds in the amounts and under the terms set forth below. The amount of the Security shall be based on the City Engineer's Estimated Costs.

If City determines at any time prior to Builder's completion of the Public Improvements under Section 4 [Construction Schedule], in its sole and absolute discretion, that the Estimated Costs have changed, Builder shall adjust the Security in the amount requested by City. Builder's compliance with this provision (Section 12.0 et�-) shall in no way limit or modify Builder's indemnification obligation provided in Section 16.0 of this Agreement. 13 .1 Performance Bond. To guarantee the faithful performance of the Public Improvements and all the provisions of this Agreement, to protect City if Builder is in default as set forth in Section 18.0 et�- of this Agreement, and to secure Builder's one-year guarantee and warranty of the Public Improvements, including the maintenance of all landscaping in a vigorous and thriving condition, Builder shall provide City a faithful performance bond in the amount of One Hundred Seventy-Eight Thousand and No/100 Dollars ($178,000), which sum shall be not less than one hundred percent (100%) of the Estimated Costs.

13.2 Partial Release. The City Council may, in its sole and absolute discretion and upon recommendation of the City Engineer, partially release a portion or portions of the Security provided under this section as the Public Improvements are accepted by City, provided that Builder is not in default on any provision of this Agreement or condition of approval for Parcel Map No. 36968, and the total remaining Security is not less than twenty-five percent (25%) 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 Builder is not in default on any provision of this Agreement or condition of approval for Parcel Map No. 36968.

13.3 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, material men, and other persons furnishing labor, materials, or equipment for performance of the Public Improvements and this Agreement, Builder shall provide City a labor and materials bond in the amount of One Hundred Seventy-Eight Thousand and No/100 Dollars ($178,000),, 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 the City Engineer after six (6) months from the date City accepts the final Public Improvements. The amount of such Security shall be reduced by the total of all stop notice or mechanic's lien claims of which City is aware, plus an amount equal to twenty percent (20%) of such claims for reimbursement of City's anticipated administrative and legal expenses arising out of such claims.

13.4 Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best's rating of no less than A:VIII, be a bank or insurance RIV #4830-890 I -9593 v I - 9 -

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company licensed to transact surety business in California, and shall be satisfactory to City. As part of the obligation secured by the Security and in addition to the face amount of the Security, the Builder or its surety shall secure the costs and reasonable expenses and fees, including reasonable attorney's fees and costs, incurred by City in enforcing the obligations of this Agreement. The Builder and its surety stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the plans and specifications for the Public Improvements shall in any way affect its obligation on the Security.

13.5 Form of Security. The evidence of the Security shall be provided on the forms set forth in Attachment "C", unless other forms are deemed acceptable by the City Engineer and the City Attorney, and when such forms are completed to the satisfaction of City, the forms and evidence of the Security shall be attached hereto as Attachment "C" and incorporated herein by this reference.

13.6 Builder's Liability. While no action of Builder shall be required in order for City to realize on its security under any Security instrument, Builder agrees to cooperate with City to facilitate City's realization under any Security instrument, and to take no action to prevent City from such realization under any Security instrument. Notwithstanding the giving of any Security instrument or the subsequent expiration of any Security instrument or any failure by any surety or financial institution to perform its obligations with respect thereto, Builder shall be personally liable for performance under this Agreement and for payment of the cost of the labor and materials for the improvements required to be constructed or installed hereby and shall, within ten (10) days after written demand therefor, deliver to City such substitute Security as City shall require satisfying the requirements in this Section 12.

14. MONUMENT SECURITY. Prior to City's execution of this Agreement, to guarantee payment to the engineer or surveyor for the setting of all subdivision boundaries, lot comers, and street centerline monuments for Parcel Map No. 36968 in compliance with the applicable provisions of City's Municipal and/or Development Code ("Subdivision Monuments"), Builder shall deposit cash with City in the amount of Four Thousand, Five Hundred Dollars ($4,500}, which sum shall not be less than one hundred percent (100%) of the costs of setting the Subdivision Monuments as determined by the City Engineer. Said cash deposit may be released by written authorization of the City Engineer after all required Subdivision Monuments are accepted by the City Engineer, City has received written acknowledgment of payment in full from the engineer or surveyor who set the Subdivision Monuments, and provided Builder is not in default of any provision of this Agreement or condition of approval for Parcel Map No. 36968.

15. LIEN. To secure the timely performance of Builder's obligations under this Agreement, including those obligations for which security has been provided pursuant to Sections 12.0 et §!ill. and 13.0 of this Agreement, Builder hereby creates in favor of City a lien against all portions of the Property not dedicated to City or some other governmental agency for a public purpose. As to Builder's default on those obligations for which security has been provided pursuant to Sections 12.0 et §!ill. and 13.0 of this Agreement, City shall first attempt to collect against such security prior to exercising its rights as a contract lienholder under this section.

RIV #4830-8901-9593 vi - 10 -

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16. SIGNS AND ADVERTISING. Builder understands and agrees to City's ordinances, regulations, and requirements governing signs and advertising structures. Builder hereby agrees with and consents to the summary removal by City, without notice to Builder, of all signs or other advertising structures erected, placed, or situated in violation of any City ordinance, regulation, or other requirement. Removal shall be at the expense of Builder and its surety. Builder and its surety shall indemnify and hold City free and harmless from any claim or demand arising out of or incident to signs, advertising structures, or their removal.

17. INDEMNIFICATION. Builder shall defend, indemnify, and hold harmless City, its elected officials, officers, 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 body or agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of Builder, its personnel, employees, agents, or contractors in connection with or arising out of construction or maintenance of the Public Improvements, or performance of this Agreement. 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 City, its elected officials, officers, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any claim, demand, cause of action, liability, loss, damage, penalty, fine, or injury, to property or persons, including wrongful death, which is caused solely and exclusively by the gross negligence or willful misconduct of City as determined by a court or administrative body of competent jurisdiction. Builder's obligation to indemnify City shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, officers, employees, or agents.

18. INSURANCE.

18.1 Types; Amounts. Builder shall procure and maintain, and shall require its contractors to procure and maintain, during construction of any Public Improvement pursuant to this Agreement, insurance of the types and in the amounts described below. 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.

18.1.1 General Liability. Builder and its contractors shall procure and maintain occurrence version general liability insurance, or equivalent form, with a combined single limit of not less than $3,000,000 per occurrence for bodily injury, personal injury, and property damage.

18.1.2 Business Automobile Liability. Builder and its contractors shall procure and maintain business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any vehicle owned, leased, hired, or borrowed by the insured or for which the insured is responsible.

18.1.3 Workers' Compensation. Builder and its contractors shall procure and maintain workers' compensation insurance with limits as required by the Labor RIV #4830-8901-9593 vi - 11 -

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Code of the State of California and employers' liability insurance with limits of not less than $1,000,000 per occurrence, at all times during which insured retains employees.

18.1.4 Professional Liability. For any consultant or other professional who will engineer or design the Public Improvements, liability insurance for errors and omissions with limits not less than $1,000,000 per occurrence, shall be procured and maintained for a period of five ( 5) years following completion of the Public Improvements. Such insurance shall be endorsed to include contractual liability.

18.2 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected officials, officers, employees, agents, and volunteers; or (b) Builder and its contractors shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

18.3 Additional Insured; Separation of Insureds. The Required Insurance shall name City, its elected officials, officers, employees, agents, and volunteers as additional insureds with respect to work performed by or on behalf of Builder or its contractors, including materials, parts, or equipment furnished in connection therewith. The Required Insurance shall contain standard separation of insured provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, agents, and volunteers.

18.4 Primary Insurance; Waiver of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, agents, and volunteers. All policies for the Required Insurance shall provide that the insurance company waives all right of recovery by way of subrogation against City in connection with any damage or harm covered by such policy.

18.5 Certificates; Verification. Builder and its contractors shall furnish City 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 City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

18.6 Term; Cancellation Notice. Builder 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 30 days' prior written notice to City.

18.7 Insurer Rating. Unless approved in writing by City, all Required Insurance shall placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least A: VIII.

19. DEFAULT; NOTICE; REMEDIES.

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19.1 Notice. If Builder neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City may at any time thereafter declare Builder to be in default or violation of this Agreement and make written demand upon Builder or its surety, or both, to immediately remedy the default or violation. Builder shall commence the work required to remedy the default or violation within ten (10) days of the written demand from the City. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the demand verbally, and Builder shall commence the required work within twenty-four (24) hours thereof.

Immediately upon City's issuance of the demand to remedy the default, Builder and its surety shall be liable to City for all costs of construction and installation of the Public Improvements and all other administrative costs expenses as provided for in Section 9.0 of this Agreement.

19.2 Fa.ilure to Remedy; City Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a substantial completion acceptable to City within a reasonable time designated by the City, City 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 Builder and its surety, without the necessity of giving any further notice to Builder or surety. City's right to take such actions shall in no way be limited by the fact that Builder or its surety may have constructed any, or none of the required or agreed upon Public Improvements at the time of City's demand for performance. In the event City elects to complete or arrange for completion of the remaining work and improvements, City may require all work by Builder or its surety to cease in order to allow adequate coordination by City. Notwithstanding the foregoing, if conditions precedent for reversion to acreage can be met and if the interests of City will not be prejudiced thereby, City may also process a reversion to acreage and thereafter recover from Builder or its surety the full cost and expense incurred.

19.3 Other Remedies. No action by City pursuant to Section 18.0 et�- of this Agreement shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise it rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance.

20. GENERAL PROVISIONS.

20.1 Authority to Enter 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.

20.2 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.

20.3 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.

RIV #4830-8901-9593 vi - 13 -

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Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to Builder include all personnel, employees, agents, and subcontractors of Builder, except as otherwise specified in this Agreement. All references to City 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.

20.4 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:

CITY:

City of Hemet
Attn: City Manager
445 E. Florida A venue
Hemet, CA 92543
BUILDER:

J,.&H Develo ment Lb
608 Dodar Lane, Bradbury, CA 91008
Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent provided the original is contemporaneously deposited with United States Postal Service and delivered by regular mail; 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.

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

20.6 Waiver. City's failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or City's waiver of any breach of this Agreement, shall not relieve Builder of any of its obligations under this Agreement, whether of the same or similar type. The foregoing shall be true whether City's actions are intentional or unintentional. Builder agrees to waive, as a defense, counterclaim or set off, any and all defects, irregularities or deficiencies in the authorization, execution or performance of the Public Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or resolutions of City with regards to the authorization, execution or performance of the Public Improvements or this Agreement.

20.7 As5ignment or Transfer of Agreement. Builder shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in RIV #4830-8901-9593 vi - 14 -

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City's written consent, any assignment, hypothecation, or transfer shall not release or discharge Builder from any duty or responsibility under this Agreement.

20.8 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.

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

20.10 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.

20.11 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, Builder expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394.

20.12 Attorneys' Fees and Costs. If any arbitration, lawsuit, or other legal action or proceeding is brought by one Party against the other Party in connection with this Agreement or the Property, the prevailing party, whether by final judgment or arbitration award, shall be entitled to and recover from the other party all Litigation Expenses. Any judgment, order, or award entered in such legal action or proceeding shall contain a specific provision providing for the recovery of Litigation Expenses.

20.13 Relationship Between The Parties. The Parties hereby mutually agree that neither this Agreement, any map related to Parcel Map No. 36968, nor any other related entitlement, permit, or approval issued by City for the Property shall operate to create the relationship of partnership, joint venture, or agency between City and Builder. Builder's contractors and subcontractors are exclusively and solely under the control and dominion of Builder. Nothing herein shall be deemed to make Builder or its contractors an agent or contractor of City.

20.14 Counterparts. This Agreement may be executed in counterpart originals, which taken together, shall constitute one and the same instrument.

20.15 Effective Date of Agreement. This Agreement shall not become effective until the date it has been formally approved by the City and executed by the appropriate authorities of City and Builder.

RIV #4830-8901-9593 vi - 15 -

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

ATTEST:
qty Clerk

APPROVED AS TO FORM
By: --------------
City Attorney
RIV #4830-8901-9593 vi - 16 -

CITY OF HEMET
By: _________ _
City Manager

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L&H DEVELOPMENT, LLC, A LIMITED LIABILITY CORPORATION
NOTE:

Its: /21A:4f/JG{NG �.

BUILDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE

REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR

OTHER RULES OR REGULATIONS APPLICABLE TO BUILDER'S
BUSINESS ENTITY.

RIV #4830-8901-9593 vi - 17 -

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

STATE OF CALIFORNIA
COUNTY OF w:>..S � to � t _,
. . �,-s� :t-L*. ctr1WOn <fx:.c:1. , 2ol¾efore rne, � §fro') , personally �
p red �NC.e. +h-a.n� proved to me on
tbe basis of satisfactory evide!}�O be the person0,) whose Dames( 1 e subscribed to the w7 in instrument and ac
�
ledged to me that h�bey executed the same in hi . er . eir authorized capacity(,ics), and that by hi 1er/ eir signatureesf on tl1e instrnment the person(§Y,' or !.he entity upon behalf of which 1J(e person(§}"acted, exe cd tl1e mstrum/nt: / /' ·
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand ,nd
1 offici
�
Signature: L..6tt

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
□
□ □ □ □

TITLE(S)
PARTNER(S) 0 LIMITED
0 GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR

OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
RIV #4830-8901-9593 vi

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE

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EXHIBIT"A"

LEGAL DESCRIPTION OF PROPERTY
PARCEL MAP NO. 36968
APN 448-210-(005 through 014) & 448-210-(016 through 018) All that portion of Lots 5 through 16 of Tract Map No 25225, In the City of Hemet, County of Riverside, State of California, as shown by map on me in Map Book 225, pages 77-78, Records of Riverside County.

RIV #4830-8901-9593 v1 SUBDMSION IMPROVEMENT AGREEMENT

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EXHIBIT "B"

LIST OF PUBLIC IMPROVEMENTS
PARCEL MAP NO. 36968
# IMPROVEMENT QUANTITY
1 Roadway Excavation 224
2 Sawcut Existing AC Pavement 530
3 Cold Plane AC Pavement 932
4 Grind AC Pavement in Place 117
5 Remove AC Pavement 24,274
6 Remove Concrete Curb and Gutter 1,659
7 Remove Concrete Sidewalk 2,800
8 Install AC Concrete 136
9 Install Ai:rn:regate Base 140
10 Apply Asohalt Emulsion 1
11 Install AC Overlay (0.1' min) 932
12 Install Concrete Curb and Gutter (Type A) 428
13 Install Concrete Sidewalk ( 4" min) 2,118
14 Install Concrete Drive Approach 1,610
15 Install Concrete ADA Accessible Ramps 4
16 Install Street lights and conduit 3
17 Install Sidewalk Drain (D-309) 4
18 Install Street Name Sign 2
19 Install S igi1 (complete) 5
20 Install Single Post Road Sign 2
21 Apply Thermoplastic Markings 40
22 Install Street Trees (24" box) 10
23 Install Landscaping and Irrigation System 2,650
24 Install Landscape Fill Material 49
25 Adjust Manhole To Grade 2
And all other improvements shown on the Off-site Improvement Plans Copenhagen Villas not identified hereon.

UNIT
CY
LF
SF
SY
SY
LF
SF
Ton
CY
Ton
SF
LF
SF
SF
EA
EA
EA
EA
EA
EA
SF
EA
SF
CY
EA
for PM36968-
RIV #4830-8901-9593 v1 SUBDIVISION IMPROVEMENT AGREEMENT

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EXHIBIT "C"
SU�TYBONDS AND OTHER SECURITY
PARCEL MAP NO. 36968
' ' .
.. As. evidence of understanding the provisions contained in this Agreement, and of the Builder's intent to c9mply with same, the Buildei: has submitted the bel�w described security .in the amounts re.qµire.d·-.by this AgreeJ!lent, and has affixed the appropriate sign�tures-the:r:et�:
• l
. PERFORMANCE BOND PRINCIPAL AMOUNT: · $ 178 000
· Surety: . . Great Am�rican Insurance Company
_ ___.. _______ _
Attoin�y-m-fact: Valerie Aber-------------
-Address:· · 301 E 4th St
Cincinnati OH. 45202
MATERIAL AND LA,:BOR BOND PRINCIPAL AMOUNT: $ _1_7-8,--,00_0 __ _ Surety: Great American ln_surance Company
Attomey'."'iri-fact: Valerie Aber
. Address: · 30_1 _E_4-th_S_t.
___________ _
. Cin�innati, OH 4!:?202
. . .

CASH MONUMENT SECURITY: $
J\rnOU�t depesit�d- per Cash Receipt No. -----'------D-at_e_: ------- . ··, ...
; .

RIV #4830-890 I -9593 v I
'·
22 SUBDIVISION IMPROVEMENT .
' . AGREEMENT

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BOND NO. E706100 ---------INITIAL PREMIUM: $5 340.00

SUBJECT TO RENEW AL

CITY OF HEMET
PARCEL MAP NO. 36968 IMPROVEMENTS

FORM OF PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:
·. WfiEREAS the City of Hemet California ("City") and L&H DEVELOPMENT, LLC · ("Principa_l"); · have executed. an agreement for· work consisting of, but not limited to, the furnishing.all_ labor, material&, tools, equipment, services, and incidentals for all grading, roads, pavin�; curbs and gutters, pathw�ys, storm drains, water system, sanitary sewers·, utilities. drainage facilities, traffic controls, landscaping, street lights, and �II other required facilities for Parcel Map No. 36968 ("Public Improvements");
WHEREAS, the Public Improvements to be performed by Principal are more particularly �et fo�h in· that certain Subdivision Improvement Agreement dated October · 25, 2022 ("lmproveinen� Agreement");
• · WHEREAS, the Improvement Agreement is hereby ref erred to and incorporated herein by reference; ·and
. WHEREAS, Principal is required by the Improvement Agr°eement to provide a good and sufficient bond .for performance o( the· Improvement Agreement, and to guarantee and warranty the Public Improvements constructed thereunder.

NOW, THEREFORE, £rincipal and Great American Insurance Company ("Surety"), a corporation o�ganized and existing under the laws of tl1e State of OH · , and duly authorized to transact surety business· under .the laws of the State of California, are �eld and finnly: bound unto City in .the �l.lPl of O�e Hundred Seventy-Eight Thousand and No/100.

Dollars ($178�000), said sum being not less tlian one hundred percent (100%) of the ·total cost of the·Pubiic Tmprovem�nts as ·set forth in the Improvement Agreement, we bind ourselves, our he�rs, e·xecutors arid administrators, successors and assigns, jointly and severally, firmly by these pr�sents:
·.THE.CONDITION OF TH.IS OBLIGATION is such, that if Principal, his or its heirs, executors, adtpinistrators, successors or assigns, shall in all things stand to and abide . by, and well and truly keep . and perform the covenants, conditions, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof niade as therein provided, to be kept .and.performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless City, its officers, . employees, and agents, as stipulated in the Improvement Agreement. then this obligation· shall become·null and void; otherwise it shall be and remain in full force and effect.

RIV #4830-8901-9593 vi 23 SUBDIVISION IMPROVEMENT

AGREEMENT

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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 City in successfully eriforcing such obligation, aH to be taxed as costs and included in any" judgment rendered. · l. · ·
Surety, (or value received, hereby stipulate$. and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profile.s, �nd specification$ related thereto, or to the Public Improvements to be constructed thereunder, shall in any' way affect its obligations. on this . bond; and it does hereby waive notice of any such change, extension of tirrie, alteration, or addition. . . ' 'This bond is executed and filed to comply with Section 66499 et seq. of the Government Code of California as s·ecurity for performance of the Improvement Agreement and security for the one-:year gu�a�tee -and warranty of the Public. Improvements.

IN WITNESS WHEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the.Surety is hereto affixed and attested .by its duly authorized Attorriey�in-Fat:t at Litchfield Park, AZ this� day of · December 2022 L&H Development LLC Great American Insurance Company
. •Principal Sure
By:

NOTE:

Its: Managing Memt,er
(p!int name)
. .

By:

Valerie Aber
(print name)
. APPROPRIATE NOTARIAL -ACKNOWLEDGMENTS OF EXECUTlON
BY PRINCIPAL AND·, SURETY AND A COPY OF THE· POWER OF
ATTORNEY TO.- LOCAL REPRESENTATIVES OF THE BONDING
COMP.ANY MUST BE ATTACHE.i>'TO THIS BOND.

RIV #4830-89,01-9593 v I •· 24 SUBDIVISION IMPROVEMENT

AGREEMENT,

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BOND NO. E7081 00 ---------
INITIAL PREMIUM: $5, 340.00

SUBJECT TO RENEWAL

CITY OF HEMET
PARCEL MAP NO. 36968 IMPROVEMENTS

FORM OF LABOR AND MATERIAL BOND
KNOW ALL MEN BY THESE PRESENTS:
.WHEREAS. the City of Hemet California ("City") and L&H DEVELOPMENT, LLC ("Principal'-'), have executed an agreement for work consisting of, but not limited to, the furnishing .all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs am!" gutters, pathways, storm drains, sanitary sewers, utilities? drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Paree] Map No. 36968 ("Ptiblic Improvements");
· · ·
WHEREAS, th� Public Improvements to be performed by Principal are more partiGularly set forth in that certain Subdivision Improvement Agreement dated October 25, 2022 ("Improvement Agreement");
WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and
WHEREAS, Piincipal is required. to furnish a bond in connection with the Improvement Agr"1�ment providiqg · that if Prir;icipal (?r any of its subcontractors shall · fail to pay for any. materi'als, provision·s, or other supplies, or terms used in, upon, for, or about the performance of _the Public 'Improvements, or for any work or.labor done thereon of any kind, or for amounts due under tQ.e provisions-of Title 15 ( c_ommel;l�ing with section 3082) of Part 4 of Division 3 of the California Ci�l Code, with respect to s�ch work or labor, that the Surety on this bond will pay the same togetherwifu a reasqnable attorney's fee in case suit is brought_o� the bond.

NOW, THEREFORE; Principal and ·Great American Insurance Company _ ("Surety"), a corporation organi:zed and existing under the Jaws of the State of OH aJ!d duly ·aµthQrized to transact business tinder the laws of the State of California, are held and firmly bound unto City and to ariy and a1l material men, persons, companies or corporations furnishing materials, ·provisions, an.d other supplies used in, upon, for or about the performance of the Public lmpr�vements and all p�rsons, companies or corporations renting (?r hiring teams, cir implements. or machinery, for or contributing 'to the Public Improvements to be done, �md all . , persons performing work or labor upon. the same and all persons supplying both work and materials · �s afor�said excepting the Principal, the sum of_ One Hundred Seventy-Eight · Thousan:d and No/100 Dollars ($178,000), said swn being not less than 100% of the total cost of the_Public-Jmprovement$ under the terms of the Improvement Agreement, we bind ours.elves,· our heirs; executors and administrators, successors and assigns jointly· and severally, firmly by these presents.

RI\' #4830-8901-9593 ,, I · 25 SU.BDIVJSION IMPROVEMENT

AGREEMENT

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.... , L •
. •,. THE CONDITION OF THIS OBLIGATION IS SUCH that if the .Principal, his or its subcontrac.tors, ·heirs, executors,. administrators, successors, or assigns,· shall fail to pay for any• .materials, provisions,.or Qtfier supplies or.mac�ezy used in, upon, for or about the pcrfonnance of the Public: improvements, or. for work or labor thereon of any kind, or fail to pay any of the . ·persons nanied in ·c;:a,lifo�ia Civil Code Section '_3181, or amounts due under the Unemployment Insurance 'code· with respect to �ork or labor perfonncd by any such claimant, or for any amo_urits required to be deducted, withheld, and paid ·over to the Employmerit Development Department f�om the wages of employees of the contractor. and his .subcontractors pursuant to Section J3020 of the Unemployment Insurance Code with respect to such work and labor, and all · other applicable laws of the State of California and rules and regulations of its agencies� then said Surety will pay the same in or to an amount not exceeding the sum specified herei�. · · As part of the obligatio�. secured hereby, and in addition to the face amount specified · there�or, there· shall be· included costs an:d reasonable expenses and . fees,· including reasonable attorney's fees, incurred by City in successfully ·enforcing such obligation, all to be taxed as costs and 'included in any ju�gment _rendered.

This. bond is executed and filed to comply with . Section 66499 et seq. of the California . Government Cod·e as security for payment to contractors; subcontractors, and persons furnishing labi;>r, mat�rials or equipment for ·construction of the Public Improvements or perfonnance of the Improvement Agreemept._ Jt is hereby expressly stipulated and agreed that this borid shall inure lQ the b�nefit of.any. and all persons, companies, and c·orp.orations entitled to file claims under,. •· Title .15 ( commencing witq Section.· 3082) of Part 4 of Division 3 of the Califom1a Civil Code,. so as to give.a right of action to them or their as�ign.s in any suit brought upon this bond. ·sµrety, forva1ue received, hereby stipulates-and agrees that no change; extension of time, alteralion, .or �ddition. to the terms of the··Tmprovement Agreement, or. to any plans; profiles, and specifications related thereto, ·or to the P.ublic Improvements to be consm.icted thereunder, shall G1 any way affect.its obligat_ions on this.-bond, and it does hereby waive notice of any such change extension of tinie, alteration, or addition. .. · · . .. . .- .

IN-WITNESS �REOF, the seal and signature of the Principal is hereto affixed, and the corporate ·seal and Jhe name of the Surety is hereto affixed and attested by its duly authorized Attomey.;fo-F�ct at - Litchfield Park, AZ � this _____!§!_ day of December 2022 .

L&H Development LLC
Principal
_-.
. - By:
.' Its: Managing:�ember
(print name)
RIV #4830-8901-9593 ,, I
(
26 . G eat American lnsuranee Com any
:-Fact
Valerie Aber ·
· (print name)
SUBDIVISION IMPROVEMENT ;

AGREEMENT

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NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION

BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF

ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING
COMP ANY MUST BE ATTACHED TO THIS BOND.

RIV #4830-8901-9593 vi 27 SUBDIVISION IMPROVEMENT

AGREEMENT

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

STATE OF CALIFORNIA
COUNTY OF Los �
'i'\.,_A -t .., •
,..,.lµ.t-;..._,.\\ A r: ... , lo��v I'! 2..'- c-. L
0 On� \.JIIX-.-=-_.Jl... _ _, �U-before me, 't,
7 �,� '-\�,,Sersonally appeared n'vt'\§'-\0 ( ,
D personally known to me - OR - �ed to me on the basis of satisfactory evidence to be the person,0 whose namesyi') @re subscribed to the wiU1in instrument a�d
acknowledged to me tha he he/they executed the same m
� _..-7:.�, ELVY IVETTE CIFUEIIITES-GIRON
: ·�:�, { . !. Notary Pubhc • California
er ·-:.._� • • /
Los �ngeles County
_ � Commission 112351697 - My Cor-im. Expires Mar 15, 2025 @>er/their authorized capacity(�. and that by @.ter/their signature(s) Oil the instrument th'e person(s), or the entity upon behalf of which the pers� acted, executed the instrument.

WJTNES my ha=.-....,,.-
(S.IGN

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER

TITLE(S)
PARTNER(S) 0

ATTORNEY-IN-FACT

TRUSTEE(S)

LIMITED

GENERAL
□
□ □ □ □

GUARDIAN/CONSERVATOR

OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
RIV #4830-8901-9593 vi

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE

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City of Hemet
City Council Meeting

STAFF REPORT

Meeting: City Council Meeting - Dec 13 2022
Department: Public Works
Submitted by: Eddie Pust, Interim City Manager
Noah Rau, Public Works Director/City Engineer;

☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing

TITLE:

A Resolution of the City Council of the City of Hemet, California, Approving Replacement Subdivision Improvement Agreement, Acceptance of Public Improvements, Reduction of Improvement Security to 25% of the original value for Tract Map No. 33824, located i n McSweeny Farms, south of McSweeny Parkway and east of South Village Loop (D.R. Horton Los Angeles Holding Company, Inc., a California Corporation), and release of existing Subdivision Improvement Agreement and Improvement Security provided by McSweeny Recovery Acquisition, LLC

RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Adopt a Resolution of the City Council of the City of Hemet, California, Approving Replacement Subdivision Improvement Agreement, Acceptance of Public Improvements, Reduction of Improvement Security to 25% of the original value for Tract Map No. 33824, located in McSweeny Farms, south of McSweeny Parkway and east of South Village Loop (D.R. Horton Los Angeles Holding Company, Inc., a California Corporation ), and release of existing Subdivision Improvement Agreement and Improvement Security provided by McSweeny Recovery Acquisition, LLC.

BACKGROUND:

At a regularly scheduled City Council meeting held on September 28, 2016, the City Council approved Tract M ap No. 33824, along with the Subdivision Improvement Agreement ("Agreement"), and accepted the Performance Bond and Material and Labor Bond ("Bonds"). The Agreement was executed by McSweeny Recovery Acquisition, LLC, ("Developer"), who also secured the Bo nds necessary to ensure the public improvements associated with Tract Map No. 33824 would be completed.

The Developer has since sold Tract Map No. 33824 to D.R. Horton Los Angeles Holding Company, Inc., a California Corporation ("Builder"). All of the public improvements have been completed by both the Developer and the Builder to the satisfaction of the City Engineer.

ANALYSIS:

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Tract Map No. 33824 provides for the development of 58 single family residential units and all associated road and utility improvements located in McSweeny Farms Specific Plan Area, south of McSweeny Parkway and east of South Village Loop. Now that the Dev eloper and Builder have completed all of the public improvements associated with the approval of Tract Map No. 33824 to the satisfaction of the City Engineer, the Developer and Builder are requesting a reduction in the Improvement Security to 25% of the or iginal values identified in the original Subdivision Improvement Agreement known as Riverside County Recorder’s Document No. 2016 -0436389 (“Existing Agreement”).

Section 12.2 "Partial Release" of the Existing Agreement allows the City Council to partiall y release a portion of the Improvement Security as the public improvements are accepted by the City. The Developer and Builder filed a Notice of Completion with the Riverside County Recorder's office to signify the completion of public improvements.

The next step in the process is consideration of the replacement of the reduced agreement for the subdivision work and accepting the new bonds to warranty the work per the requirements of the Existing Agreement.

The City Attorney has reviewed and approved the Subdivision Improvement Agreements and the Improvement Bond forms. Staff recommends that the City Council accept the replacement subdivision agreement and public improvement bonds and release the agreement and bonds provided by the Developer

PREVIOUS COUNCIL ACTION:

1. City Council meeting of September 28, 2016 - City Council approved Tract Map No. 33824; subdivision improvement agreement; and accepted offers of dedication and improvement bonds from the developer.

STRATEGIC PLAN INTEGRATION:

GOAL ONE: QUALITY OF LIFE:

To ensure that Hemet is safe, clean, attractive and comfortable for all who live, work, and visit.

Objective 1: Enhance the visual appearance of the community to make it attractive and reduce blight through construction of new homes.

FISCAL IMPACT:

There are no impacts to the General Fund with this City Council action.

ALTERNATIVE(S):

1. Do not approve the Resolution to accept the public improvements, replace the Subdivision Improvement Agreement and Improvement Security

2. Provide alternate direction to staff

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REVIEWED BY LEGAL:

☒ Staff report ☒ Resolution
☐ Ordinance ☒ Agreement

ATTACHMENT(S):
mb452_066_070
Tr. 33824 SIA - Recorded 2016
Exhibit A-Subdivision Improvement Agreement - Final Tract Map No. 33824 Reso Approving replacement SIA for Final Tract Map 33824

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RECORDEDATTHEREQUESTOFANDWHENRECORDEDRETURNTO:(DocumentexemptfromrecordingfeespursuanttoCal.Gov.Code§27383)CITYOFHEMETAttn:CityManager445EastFloridaAvenueHemet,California92543 2016-043638910/05/201601:05PMFee:$0.00Page1of19RecordedinOfficialRecordsCountyofRiversidePeterQldananssessor—CcuntyC1erk—RecorderIllli“-.[l"‘.”t‘liJln1:i1'i'-lit-*'&E.Til'L’aIl1"!||||lEl——!.‘—————Z— SUBDIVISIONIMPROVEMENTAGREEMENTFINALTRACTMAP33824
ByandBetween
THECITYOFHEMET,amunicipalcorporation
and
McSweenyRecoveryAcquisition,LLC,aDelawarelimited‘liabilitycompany RIV#4836—39l7-8284V2
Dated:Q4/Q
“J-KIIIIV

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SUBDIVISIONIMPROVEMENTAGREEMENTFINALTRACTMAP33824
ThisSubdivisionImprovementAgreement(“Agreement”)isenteredintoasofthis'5\dayofQ%..t§k2016byandbetweentheCityofHemet,amunicipalcorporation(“City”)andMcSweenyRecoveryAcquisition,LLC,aDelawarelimitedliabilitycompany.CityandDeveloperaresometimeshereinafterindividuallyreferredtoas“Party”andhereinaftercollectivelyreferredtoasthe“Parties.”RECITALSA.DeveloperhassubmittedtoCityanapplicationforapprovalofa?naltractmapforrealpropertylocatedwithinCity,alegaldescriptionofwhichisattachedheretoasExhibit“A”.Thetractmapisidenti?edinCityrecordsasTractMapNo.33824.On,20_,theCityconditionallyapprovedTractNo.33824.B.DeveloperhasnotcompletedalloftheworkormadeallofthePublicImprovementsrequiredbytheSubdivisionMapAct(GovernmentCodesections66410e_t§gq_.),(“MapAct”)theCityOrdinances,theconditionsofapprovalforTractNo.33824,orotherordinances,resolutions,orpoliciesofCityrequiringconstructionofimprovementsinconjunctionwiththesubdivisionofland.C.PursuanttoCityOrdinancesandtheapplicableprovisionsoftheMapAct,DeveloperandCityenterintothisAgreementforthetimelyconstructionandcompletionofthePublicImprovementsandthefurnishingofthesecuritytherefor,acceptabletotheCityEngineerandCityAttorney,forTractNo.33824. _ D.CityhasauthoritytoenterintothisSubdivisionImprovementAgreementpursuanttoGovernmentCodeSections66499— 66499.10.E.PursuanttoGovernmentCodeSection66499,Developer’sexecutionofthisAgreementandtheprovisionofthesecurityaremadeinconsiderationofCity’sapprovalofthe?nalmapforTractNo.33824.DEFINEDTERMS“Developer”shallmeanMcSweenyRecoveryAcquisition,LLC.Theterm“Developer”shallalsoincludeallassignees,totheextentpermittedunderthisAgreement,oftherightsandobligationsofDeveloperunderthisAgreement,andanysuccessor-in-interesttoDeveloperhavingalegaland/orequitableinterestintheProperty.“EstimatedCosts”shallmeantheCityEngineer’sapproximationoftheactualcosttoconstructthePublicImprovements,includingthereplacementcostforalllandscaping.

RIV#4836-3917-8284v2 _]_-

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“LitigationExpenses”shallmeanallcostsandexpenses,totheextentreasonableinamount,actuallyandnecessarilyincurredbyapartyingoodfaithintheprosecutionofanactionorproceeding,including,butnotlimitedto,courtcosts,?ling,recording,andservicefees,copyingcosts,exhibitproductioncosts,specialmediarentalcosts,attorneys’fees,feesforinvestigators,witnessfees(bothlayandexpert),travelexpenses,depositionandtranscriptcostsandanyothercostorexpense,theawardofwhichacourtofcompetentjurisdictionmaydeterminetobejustandreasonable.

I
“MapAct”shallmeantheSubdivisionMapAct,GovernmentCodeSections66410etseq.“Property”shallmeanthealloftherealpropertycontainedwithintheboundariesofTractMapNo.33824locatedintheCityofHemet,California,asismoreparticularlydescribedinthelegaldescriptionandtractdiagramattachedheretoandincorporatedherebybyreferenceatAttachment“A”.“PublicImprovements”shallinclude,butnotbelimitedto,allgrading,roads,streets,paving,curbsandgutters,sidewalks,paseos,pathways,trails,sanitarysewers,utilities,stormdrains,detentionandretentionbasinsandotherdrainagefacilities,traf?ccontrols,landscaping,streetlightsandallotherfacilitiesrequiredtobeconstructedanddedicatedtotheCityorotherpublicentityasconditionsofapprovalofTentativeTractMapNo.33824andasshownindetailontheplans,andspeci?cationswhichhavebeenapprovedbytheCityandincorporatedintoTractMapNo.33824.ThePartiesagreethatthePublicImprovementstobecompletedbyDeveloperaremorespeci?callydescribedinthediagramorplanattachedheretoandincorporatedhereinbyreferenceasAttachment“B.Notwithstanding,Attachment“B”,DevelopershallremainobligatedtoconstructandcompleteallofthePublicImprovementsrequiredasconditionsofapprovalforTentativeTractMap33824.“RequiredInsurance”shallmeantheinsurancerequiredtobemaintainedbyDeveloperunderSection17.“Security”shallmeansuretybondsintheamountsandunderthetermsofSection12orothersecurityapprovedbyCityEngineerorCityAttorney.“TractNo33824’’shallmeanthe?nalmappreparedand,approvedbytheCityforTentativeTractMapNo.33824.“Warranty”shallmeantheoneyearperiodfollowingcompletionofthePublicImprovementsbyDeveloperandtheacceptanceofthePublicImprovementsbytheCityinwhichDeveloperwarrantsandguaranteesallPublicImprovements.OPERATIVEPROVISIONSNOW,THEREFORE,inconsiderationofthemutualpromisesandcovenantsmadebythepartiesandcontainedhereandotherconsideration,thevalueandadequacyofwhichareherebyacknowledged,thepartiesagreeasfollows:1.EFFECTIVENESS.ThisAgreementshallnotbeeffectiveunlessanduntilallfour(4)ofthefollowingconditionsaresatis?edintheorderprovided:

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1.1Securig.DeveloperprovidesCitywiththeSecurityofthetypeandintheamountsrequiredbythisAgreement;1.2FinalMapandAgreementApproval.TheCityCounciloftheCity(“CityCouncil”)approvesthe?nalmapforTractNo.33824andthisAgreement;1.3RecordAgreement.DeveloperandCityexecutetheAgreementandCityrecordsthisAgreementintheRecorder’sOf?ceoftheCountyofRiverside;and1.4RecordFinalMap.Developerrecordsthe?nalmapforTractNo.33824intheRecorder’sOf?ceoftheCountyofRiverside.Iftheabovedescribedconditionsarenotsatis?edintheorder,mannerandwithinthetimeprovidedunderthisAgreement,thisAgreementshallautomaticallyterminatewithoutneedoffurtheractionbyeitherCityorDeveloper.2.PUBLICIMPROVEMENTS.Developershallconstructorhaveconstructedatitsowncost,expense,andliabilitythePublicImprovements,asde?nedherein,withinthetimeandinthemannerrequiredunderthisAgreement.ConstructionofthePublicImprovementsshallincludeanytransitionsand/orotherincidentalworkdeemednecessaryfordrainageorpublicsafety.TheDevelopershallberesponsibleforthereplacement,relocation,orremovalofanycomponentofanyirrigationwaterorsewersystemincon?ictwiththeconstructionorinstallationofthePublicImprovements.Suchreplacement,relocation,orremovalshallbeperformedtothecompletesatisfactionoftheCityEngineerandtheownerofsuchwaterorsewersystem.Developerfurtherpromisesandagreestoprovideallequipment,tools,materials,labor,tests,designwork,andengineeringservicesnecessaryorrequiredbyCitytofullyandadequatelycompletethePublicImprovements.2.1PriorPartialConstructionofPublicImprovements.WhereconstructionofanyPublicImprovementshasbeenpartiallycompletedpriortothisAgreement,DeveloperagreestocompletesuchPublicImprovementsorassuretheircompletioninaccordancewiththisAgreement. '

2.2Permits;Notices;UtilityStatements.Priortocommencinganywork,Developershall,atitssolecost,expense,andliability,obtainallnecessarypermitsandapprovalsandgiveallnecessaryandincidentalnoticesrequiredforthelawfulconstructionofthePublicImprovementsandperformanceofDeve1oper’sobligationsunderthisAgreement.Developershallconducttheworkinfullcompliancewiththeregulations,rules,andotherrequirementscontainedinanypermitorapprovalissuedtoDeveloper.Priortocommencinganywork,Developershall?leawrittenstatementwiththeCityClerkandtheCityEngineer,signedbyDeveloperandeachutilitywhichwillprovideutilityservicetotheProperty,attestingthatDeveloperhasmadealldepositslegallyrequiredbytheutilityfortheextensionandprovisionofutilityservicetotheProperty.2.3Pre-approvalofPlansandSpeci?cations.DeveloperisprohibitedfromcommencingworkonanyPublicImprovementuntilallplansandspeci?cationsforsuchPublicImprovementhavebeensubmittedtoandapprovedbytheCityEngineer,orhisorherdesignee.ApprovalbytheCityEngineershallnotrelieveDeveloperfromensuringthatallPublicImprovementsconformwithallotherrequirementsandstandardssetforthinthisAgreement.RIV#4836-3917-8284v2 _3_

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2.4QualigofWork;ComplianceWithLawsandCodes.Theconstructionplansandspeci?cationsforthePublicImprovementsshallbepreparedinaccordancewithallapplicablefederal,stateandlocallaws,ordinances,regulations,codes,standards,andotherrequirements.ThePublicImprovementsshallbecompletedinaccordancewithallapprovedmaps,plans,speci?cations,standarddrawings,andspecialamendmentstheretoon?lewithCity,aswellasallapplicablefederal,state,andlocallaws,ordinances,regulations,codes,standards,andotherrequirementsapplicableatthetimeworkisactuallycommenced.2.5StandardofPerformance.Developeranditscontractors,ifany,shallperformallworkrequiredtoconstructthePublicImprovementsunderthisAgreementinaskillfulandworkmanlikemanner,andconsistentwiththestandardsgenerallyrecognizedasbeingemployedbyprofessionalsinthesamedisciplineintheStateofCalifornia.Developerrepresentsandmaintainsthatitoritscontractorsshallbeskilledintheprofessionalcallingnecessarytoperformthework.Developerwarrantsthatallofitsemployeesandcontractorsshallhavesuf?cientskillandexperiencetoperformtheworkassignedtothem,andthattheyshallhavealllicenses,permits,quali?cationsandapprovalsofwhatevernaturethatarelegallyrequiredtoperformthework,andthatsuchlicenses,permits,quali?cationsandapprovalsshallbemaintainedthroughoutthetermofthisAgreement.2.6AlterationstoImprovements.Allworkshallbedoneandimprovementsmadeandcompletedasshownonapprovedplansandspeci?cations,andanysubsequentalterationsthereto.IfduringthecourseofconstructionandinstallationofthePublicImprovementsitisdeterminedthatthepublicinterestrequiresalterationsinthePublicImprovements,DevelopershallundertakesuchdesignandconstructionchangesasmaybereasonablyrequiredbyCity.Anyandallalterationsintheplansandspeci?cationsandthePublicImprovementstobecompletedmaybeaccomplishedwithoutgivingpriornoticethereoftoDeveloper’ssuretyforthisAgreement.2.7OtherObligationsReferencedinConditionsofTentativeMapApproval.Inadditiontotheforegoing,DevelopershallsatisfyalloftheconditionsofapprovalonthetentativemapfortheProperty.Theconditionsofapprovalwhichhavenotbeensatis?edpriortothedateofthisAgreementareidenti?edonExhibit“D”hereto.3.MAINTENANCEOFPUBLICIMPROVEMENTSANDLANDSCAPING.CityshallnotberesponsibleorliableforthemaintenanceorcareofthePublicImprovementsuntilCityformallyapprovesandacceptstheminaccordancewithitspoliciesandprocedures.CityshallexercisenocontroloverthePublicImprovementsuntilapprovedandaccepted.AnyusebyanypersonofthePublicImprovements,oranyportionthereo?shallbeatthesoleandexclusiveriskoftheDeveloperatalltimespriortoCity’sacceptanceofthePublicImprovements.DevelopershallmaintainallthePublicImprovementsinastateofgoodrepairuntiltheyarecompletedbyDeveloperandapprovedandacceptedbyCity,anduntilthesecurityfortheperformanceofthisAgreementisreleased.Maintenanceshallinclude,butshallnotbelimitedto,repairofpavement,curbs,gutters,sidewalks,signals,parkways,watermains,andsewers;maintainingalllandscapinginavigorousandthrivingconditionreasonablyacceptabletoCity;removalofdebris?omsewersandstormdrains;andsweeping,repairing,andmaintainingingoodandsafeconditionallstreetsandstreetimprovements.ItshallbeDeveloper’sresponsibilitytoinitiateallmaintenancework,butifitshallfailtodoso,itshallpromptlyperformsuchmaintenanceworkwhennoti?edtodosobyCity.IfDeveloperfailstoproperly RIV#4836-3917-8284V2 _4_

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prosecuteitsmaintenanceobligationunderthissection,CitymaydoallworknecessaryforsuchmaintenanceandthecostthereofshallbetheresponsibilityofDeveloperanditssuretyunderthisAgreement.CityshallnotberesponsibleorliableforanydamagesorinjuryofanynatureinanywayrelatedtoorcausedbythePublicImprovementsortheirconditionpriortoacceptance.4.CONSTRUCTIONSCHEDULE.UnlessextendedpursuanttothisSection4.1ofthisAgreement,DevelopershallfullyandadequatelycompleteorhavecompletedthePublicImprovementswithinoneyear(12months)followingapprovalofthe?nalmapforTractNo.33824.4.1Extensions.Citymay,initssoleandabsolutediscretion,provideDeveloperwithadditionaltimewithinwhichtocompletethePublicImprovements.ItisunderstoodthatbyprovidingtheSecurityrequiredunderSection12.0e_ts_e(1.ofthisAgreement,DeveloperanditssuretyconsentinadvancetoanyextensionoftimeasmaybegivenbyCitytoDeveloper,andwaivesanyandallrighttonoticeofsuchextension(s).Developer’sacceptanceofanextensionoftimegrantedbyCityshallconstituteawaiverbyDeveloperanditssuretyofalldefenseoflaches,estoppel,statutesoflimitations,andotherlimitationsofactioninanyactionorproceeding?ledbyCityfollowingthedateonwhichthePublicImprovementsweretohavebeencompletedhereunder.Inaddition,asconsiderationforgrantingsuchextensiontoDeveloper,CityreservestherighttoreviewtheprovisionsofthisAgreement,including,butnotlimitedto,theconstructionstandards,thecostestimatesestablishedbyCity,andthesuf?ciencyoftheimprovementsecurityprovidedbyDeveloper,andtorequireadjustmentstheretowhenwarrantedaccordingtoCity’sreasonablediscretion.4.2AccrualofLimitationsPeriod.AnylimitationsperiodprovidedbylawrelatedtobreachofthisAgreementorthetermsthereofshallnotaccrueuntilDeveloperhasprovidedtheCityEngineerwithwrittennoticeofDeveloper’sintenttoabandonorotherwisenotcompleterequiredoragreeduponPublicImprovements.5.GRADING.DeveloperagreesthatanyandallgradingdoneortobedoneinconjunctionwithconstructionofthePublicImprovementsordevelopmentofTractNo.33824shallconformtoallfederal,state,andlocallaws,ordinances,regulations,andotherrequirements,includingCity’sgradingregulations.Allgrading,landscaping,andconstructionactivitiesshallbeperformedinamannertocontrolerosionandprevent?oodingproblems.TheCityEngineershallhavetheauthoritytorequireerosionplanstoprescribereasonablecontrolsonthemethod,manner,andtimeofgrading,landscaping,andconstructionactivitiestopreventnuisancestosurroundingproperties.Plansshallincludewithoutlimitationtemporarydrainageanderosioncontrolrequirements,dustcontrolprocedures,restrictionsontruckandotherconstructiontraf?croutes,noiseabatementprocedures,storageofmaterialsandequipment,removalofgarbage,trash,andrefuse,securingthejobsitetopreventinjury,andsimilarmatters.InordertopreventdamagetothePublicImprovementsbyimproperdrainageorotherhazards,thegradingshallbecompletedinaccordancewiththetimescheduleforcompletionofthePublicImprovementsestablishedbythisAgreement,andpriortoCity’sapprovalandacceptanceofthePublicImprovementsandreleaseoftheSecurityassetforthinSection12.0gs_ec1.ofthisAgreement.6.UTILITIES.Developershallprovideutilityservices,includingwater,sewer,power,gas,andtelephoneservicetoserveeachparcel,lot,orunitoflandwithinTractNo.

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33824inaccordancewithallapplicablefederal,state,andlocallaws,rules,andregulations,including,butnotlimitedto,theregulations,schedulesandfeesoftheutilitiesoragenciesprovidingsuchservices.Exceptforcommercialorindustrialproperties,Developershallalsoprovidecabletelevisionfacilitiestoserveeachparcel,lot,orunitoflandinaccordancewithallapplicablefederal,state,andlocallaws,rules,andregulations,including,butnotlimitedto,therequirementsofthecablecompanypossessingavalidfranchisewithCitytoprovidesuchservicewithinCity’sjurisdictionallimits.Allutilitiesshallbeinstalledunderground.7.FEESANDCHARGES.Developershall,atitssolecost,expense,andliability,payallfees,charges,andtaxesarisingoutofconstructionofthePublicImprovements,including,butnotlimitedto,allplancheck,designreview,engineering,inspection,andotherservicefees,andanyimpactorconnectionfeesestablishedbyCityordinance,resolution,regulation,orpolicy,orasestablishedbyCityrelativetoTractNo.33824,orasrequiredbyothergovernmentalagencieshavingjurisdictionoverTractNo.33824.8.CITYINSPECTIONOFPUBLICIMPROVEMENTS.Developershall,atitssolecost,expense,andliability,andatalltimesduringconstructionofthePublicImprovements,maintainreasonableandsafefacilitiesandprovidesafeaccessforinspectionbyCityofthePublicImprovementsandareaswhereconstructionofthePublicImprovementsisoccurringorwilloccur.IftheCityinspectorrequestsit,theDeveloperatanytimebeforeacceptanceofthePublicImprovementsshallremoveoruncoversuchportionsofthe?nishedworkasmaybe‘directedwhichhavenotpreviouslybeeninspected.Afterexamination,theDevelopershallrestoresaidportionsoftheworktothestandardsrequiredhereunder.InspectionorsupervisionbytheCityshallnotbeconsideredasdirectcontroloftheindividualworkmenonthejobsite.City’sinspectorshallhavetheauthoritytostopanyandallworknotinaccordancewiththerequirementscontainedorreferencedinthisAgreement.TheinspectionoftheworkbyCityshallnotrelieveDeveloperorthecontractorofanyobligationstoful?llthisAgreementashereinprovided,andunsuitablematerialsorworkmayberejectednotwithstandingthatsuchmaterialsorworkmayhavebeenpreviouslyoverlookedoraccepted.9.ADMINISTRATIVECOSTS.IfDeveloperfailstoconstructandinstallalloranypartofthePublicImprovementswithinthetimerequiredbythisAgreement,orifDeveloperfailstocomplywithanyotherobligationcontainedherein,DeveloperanditssuretyshallbejointlyandseverallyliabletoCityforalladministrativeexpenses,fees,andcosts,includingreasonableattomey’sfeesandcosts,incurredinobtainingcompliancewiththisAgreementorinprocessinganylegalactionorforanyotherremediespermittedbylaw.10.ACCEPTANCEOFIMPROVEMENTS;AS—BUILTORRECORDDRAWINGS.TheCityCouncilmay,initssoleandabsolutediscretion,acceptfullycompletedportionsofthePublicImprovementspriortosuchtimeasallofthePublicImprovementsarecomplete,whichshallnotreleaseormodifyDeveloper’sobligationtocompletetheremainderofthePublicImprovementswithinthetimerequiredbythisAgreement.10.1Devel0per’sNoticeofCompletion.UponthetotalorpartialacceptanceofthePublicImprovementsbyCity,Developershall?lewiththeRecorder’sOf?ceoftheCountyofRiversideanoticeofcompletionfortheacceptedPublicImprovementsinaccordancewithCaliforniaCivilCodesection3093,atwhichtimetheacceptedPublicImprovementsshallbecomethesoleandexclusivepropertyofCitywithoutpaymenttherefor. ‘
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10.2CityAcceptanceofPublicImprovements.IfTractNo.33824wasapprovedandrecordedasasinglephasemap,CityshallnotacceptanyoneormoreoftheimprovementsuntilallofthePublicImprovementsarecompletedbyDeveloperandapprovedbyCity.IssuancebyCityofoccupancypermitsforanybuildingsorstructureslocatedonthePropertyshallnotbeconstruedinanymannertoconstituteCity’sacceptanceorapprovalofanyPublicImprovements.10.3Developer’sObligationtoProvideAs-BuiltorRecord‘Drawings.Notwithstandingtheforegoing,CitymaynotacceptanyPublicImprovementsunlessanduntilDeveloperprovidesone(1)setof“as-built”orrecorddrawingsorplanstotheCityEngineerforallsuchPublicImprovements.Thedrawingsshallbecertifiedandshallre?ecttheconditionofthePublicImprovementsasconstructed,withallchangesincorporatedtherein.11.W ARRANTYANDGUARANTEE.DeveloperherebywarrantsandguaranteesallPublicImprovementsagainstanydefectiveworkorlabordone,ordefectivematerialsfurnishedintheperformanceofthisAgreement,includingthemaintenanceofalllandscapingwithinthePropertyinavigorousandthrivingconditionreasonablyacceptabletoCity,foraperiodofone(1)yearfollowingcompletionoftheworkandacceptancebyCity.DuringtheWarranty,Developershallrepair,replace,orreconstructanydefectiveorotherwiseunsatisfactoryportionofthePublicImprovements,inaccordancewiththecurrentordinances,resolutions,regulations,codes,standards,orotherrequirementsofCity,andtotheapprovaloftheCityEngineer.Allrepairs,replacements,orreconstructionduringtheWarrantyshallbeatthesolecost,expense,andliabilityofDeveloperanditssurety.AstoanyPublicImprovementswhichhavebeenrepaired,replaced,orreconstructedduringtheWarranty,DeveloperanditssuretyherebyagreetoextendtheWarrantyforanadditionalone(1)yearperiodfollowingCity’sacceptanceoftherepaired,replaced,orreconstructedPublicImprovements.NothinghereinshallrelieveDeveloperfromanyotherliabilityitmayhaveunderfederal,state,orlocallawtorepair,replace,orreconstructanyPublicImprovementfollowingexpirationoftheWarrantyoranyextensionthereof.Developer’swarrantyobligationunderthissectionshallsurvivetheexpirationorterminationofthisAgreement.12.SECURITY;SURETYBONDS.PriortoCity’sapprovalandexecutionofthisAgreement,DevelopershallprovideCitywithsuretybondsintheamountsandunderthetermssetforthbelow.TheamountoftheSecurityshallbebasedontheCityEngineer’sEstimatedCosts.IfCitydeterminesatanytimepriortoDeveloper’scompletionofthePublicImprovementsunderSection4[ConstructionSchedule],initssoleandabsolutediscretion,thattheEstimatedCostshavechanged,DevelopershalladjusttheSecurityintheamountrequestedbyCity.Developer’scompliancewiththisprovision(Section12.0e_ts_eq.)shallinnowaylimitormodifyDeveloper’sindemni?cationobligationprovidedinSection16.0ofthisAgreement.12.1PerformanceBond.ToguaranteethefaithfulperformanceofthePublicImprovementsandalltheprovisionsofthisAgreement,toprotectCityifDeveloperisindefaultassetforthinSection18.0gs_eq.ofthisAgreement,andtosecureDeveloper’sone-yearguaranteeandwarrantyofthePublicImprovements,includingthemaintenanceofalllandscapinginavigorousandthrivingcondition,DevelopershallprovideCityafaithfulperformancebondintheamountofNineHundredandEighty-FourThousandDollars($984,000.00),whichsumshallbenotlessthanonehundredpercent(100%)oftheEstimatedCosts.

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12.2PartialRelease.TheCityCouncilmay,initssoleandabsolutediscretionanduponrecommendationoftheCityEngineer,partiallyreleaseaportionorportionsoftheSecurityprovidedunderthissectionasthePublicImprovementsareacceptedbyCity,providedthatDeveloperisnotindefaultonanyprovisionofthisAgreementorconditionofapprovalforTractNo.33824,andthetotalremainingSecurityisnotlessthantwenty-?vepercent(25%)oftheEstimatedCosts.AllSecurityprovidedunderthissectionshallbereleasedattheendoftheWarrantyperiod,oranyextensionthereofasprovidedinSection11.0ofthisAgreement,providedthatDeveloperisnotindefaultonanyprovisionofthisAgreementorconditionofapprovalforTractNo.33824.12.3Labor&MaterialBond.Tosecurepaymenttothecontractors,subcontractors,laborers,materialmen,andotherpersonsfumishinglabor,materials,or‘equipmentforperfonnanceofthePublicImprovementsandthisAgreement,DevelopershallprovideCityalaborandmaterialsbondintheamountofNineHundredandEighty—FourThousandDollars($984,000.00),whichsumshallnotbelessthanonehundredpercent(100%)oftheEstimatedCosts.TheSecurityprovidedunderthissectionmaybereleasedbywrittenauthorizationoftheCityEngineeraftersix(6)monthsfromthedateCityacceptsthe?nalPublicImprovements.TheamountofsuchSecurityshallbereducedbythetotalofallstopnoticeormechanic’slienclaimsofwhichCityisaware,plusanamountequaltotwentypercent(20%)ofsuchclaimsforreimbursementofCity’santicipatedadministrativeandlegalexpensesarisingoutofsuchclaims.12.4AdditionalReguirements.ThesuretyforanysuretybondsprovidedasSecurityshallhaveacurrentA.M.Best’sratingofnolessthanA:VIII,beabankorinsurancecompanylicensedtotransactsuretybusinessinCalifornia,andshallbesatisfactorytoCity.AspartoftheobligationsecuredbytheSecurityandinadditiontothefaceamountoftheSecurity,theDeveloperoritssuretyshallsecurethecostsandreasonableexpensesandfees,includingreasonableattorney’sfeesandcosts,incurredbyCityinenforcingtheobligationsofthisAgreement.TheDeveloperanditssuretystipulateandagreethatnochange,extensionoftime,alteration,oradditiontothetermsofthisAgreement,thePublicImprovements,ortheplansandspeci?cationsforthePublicImprovementsshallinanywayaffectitsobligationontheSecurity.12.5FormofSecurig.TheevidenceoftheSecurityshallbeprovidedontheformsset_forthinAttachment“C”,unlessotherformsaredeemedacceptablebytheCityEngineerandtheCityAttorney,andwhensuchformsarecompletedtothesatisfactionofCity,theformsandevidenceoftheSecurityshallbeattachedheretoasAttachment“C”andincorporatedhereinbythisreference.12.6Developer’sLiability.WhilenoactionofDevelopershallberequiredinorderforCitytorealizeonitssecurityunderanySecurityinstrument,DeveloperagreestocooperatewithCitytofacilitateCity’srealizationunderanySecurityinstrument,andtotakenoactiontopreventCityfromsuchrealizationunderanySecurityinstrument.NotwithstandingthegivingofanySecurityinstrumentorthesubsequentexpirationofanySecurityinstrumentoranyfailurebyanysuretyor?nancialinstitutiontoperformitsobligationswithrespectthereto,DevelopershallbepersonallyliableforperformanceunderthisAgreementandforpaymentofthecostofthelaborandmaterialsfortheimprovementsrequiredtobeconstructedorinstalledherebyandshall,withinten(10)daysafterwrittendemandtherefor,delivertoCitysuchsubstituteSecurityasCityshallrequiresatisfyingtherequirementsinthisSection12.

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13.MONUMENTSECURITY .PriortoCity’sexecutionofthisAgreement,toguaranteepaymenttotheengineerorsurveyorforthesettingofallsubdivisionboundaries,lotcomers,andstreetcenterlinemonumentsforTractNo.33824incompliancewiththeapplicableprovisionsofCity’sMunicipaland/orDevelopmentCode(“SubdivisionMonuments”),DevelopershalldepositcashwithCityintheamountof{FourteenThousandFiveHundredDollars}($14,500),whichsumshallnotbelessthanonehundredpercent(100%)ofthecostsofsettingtheSubdivisionMonumentsasdeterminedbytheCityEngineer.Saidcashdepositmay‘bereleasedbywrittenauthorizationoftheCityEngineerafterallrequiredSubdivisionMonumentsareacceptedbytheCityEngineer,CityhasreceivedwrittenacknowledgmentofpaymentinfullfromtheengineerorsurveyorwhosettheSubdivisionMonuments,andprovidedDeveloperisnotindefaultofanyprovisionofthisAgreementorconditionofapprovalforTractNo.33824.14.LIEN.TosecurethetimelyperformanceofDeveloper’sobligationsunderthisAgreement,includingthoseobligationsforwhichsecurityhasbeenprovidedpursuanttoSections12.0gt$1.and13.0ofthisAgreement,DeveloperherebycreatesinfavorofCityalienagainstallportionsofthePropertynotdedicatedtoCityorsomeothergovernmentalagencyforapublicpurpose.AstoDeveloper’sdefaultonthoseobligationsforwhichsecurityhasbeenprovidedpursuanttoSections12.0e_t$1.and13.0ofthisAgreement,Cityshallfirstattempttocollectagainstsuchsecuritypriortoexercisingitsrightsasacontractlienholderunderthissection.15.SIGNSANDADVERTISING.DeveloperunderstandsandagreestoCity’sordinances,regulations,andrequirementsgoverningsignsandadvertisingstructures.DeveloperherebyagreeswithandconsentstothesummaryremovalbyCity,withoutnoticetoDeveloper,ofallsignsorotheradvertisingstructureserected,placed,orsituatedinviolationofanyCityordinance,regulation,orotherrequirement.RemovalshallbeattheexpenseofDeveloperanditssurety.DeveloperanditssuretyshallindemnifyandholdCity?eeandharmlessfromanyclaimordemandarisingoutoforincidenttosigns,advertisingstructures,ortheirremoval.16.INDEMNIFICATION.Developershalldefend,indemnify,andholdharmlessCity,itselectedofficials,of?cers,employees,andagentsfromanyandallactualorallegedclaims,demands,causesofaction,liability,loss,damage,orinjury,topropertyorpersons,includingwrongfuldeath,whetherimposedbyacourtoflaworbyadministrativeactionofanyfederal,state,orlocalgovernmentalbodyoragency,arisingoutoforincidenttoanyacts,omissions,negligence,orwillfulmisconductofDeveloper,itspersonnel,employees,agents,orcontractorsinconnectionwithorarisingoutofconstructionormaintenanceofthePublicImprovements,orperformanceofthisAgreement.Thisindemni?cationincludes,withoutlimitation,thepaymentofallpenalties,?nes,judgments,awards,decrees,attorneys’fees,andrelatedcostsorexpenses,andthereimbursementofCity,itselectedof?cials,of?cers,employees,and/oragentsforalllegalexpensesandcostsincurredbyeachofthem.Thisindemni?cationexcludesonlysuchportionofanyclaim,demand,causeofaction,liability,loss,damage,penalty,?ne,orinjury,topropertyorpersons,includingwrongfuldeath,whichiscausedsolelyandexclusivelybythegrossnegligenceorwillfulmisconductofCityasdeterminedbyacourtoradministrativebodyofcompetentjurisdiction.Developer’sobligationtoindemnifyCityshallsurvivetheexpirationorterminationofthisAgreement,andshallnotberestrictedtoinsuranceproceeds,ifany,receivedbyCity,itselectedof?cials,of?cers,employees,oragents.

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17.INSURANCE.17.1Types;Amounts.Developershallprocureandmaintain,andshallrequireitscontractorstoprocureandmaintain,duringconstructionofanyPublicImprovementpursuanttothisAgreement,insuranceofthetypesandintheamountsdescribedbelow.IfanyoftheRequiredInsurancecontainsageneralaggregatelimit,suchinsuranceshallapplyseparatelytothisAgreementorbenolessthantwotimesthespeci?edoccurrencelimit.17.1.1GeneralLiability.Developeranditscontractorsshallprocureandmaintainoccurrenceversiongeneralliabilityinsurance,orequivalentform,withacombinedsinglelimitofnotlessthan$3,000,000peroccurrenceforbodilyinjury,personalinjury,andpropertydamage.17.1.2BusinessAutomobileLiability.Developeranditscontractorsshallprocureandmaintainbusinessautomobileliabilityinsurance,orequivalentform,withacombinedsinglelimitofnotlessthan$1,000,000peroccurrence.Suchinsuranceshallincludecoveragefortheownership,operation,maintenance,use,loading,orunloadingofanyvehicleowned,leased,hired,orborrowedbytheinsuredorforwhichtheinsuredisresponsible.I 17.1.3Workers’Compensation.Developeranditscontractorsshallprocureandmaintainworkers’compensationinsurancewithlimitsasrequiredbytheLaborCodeoftheStateofCaliforniaandemployers’liabilityinsurancewithlimitsofnotlessthan$1,000,000peroccurrence,atalltimesduringwhichinsuredretainsemployees.17.1.4ProfessionalLiability.ForanyconsultantorotherprofessionalwhowillengineerordesignthePublicImprovements,liabilityinsuranceforerrorsandomissionswithlimitsnotlessthan$1,000,000peroccurrence,shallbeprocuredandmaintainedforaperiodof?ve(5)yearsfollowingcompletionofthePublicImprovements.Suchinsuranceshallbeendorsedtoincludecontractualliability.17.2Deductibles.Anydeductiblesorself-insuredretentionsmustbedeclaredtoandapprovedbyCity.AttheoptionofCity,either:(a)theinsurershallreduceoreliminatesuchdeductiblesorself-insuredretentionsasrespectsCity,itselectedof?cials,of?cers,employees,agents,andvolunteers;or(b)Developeranditscontractorsshallprovidea?nancialguaranteesatisfactorytoCityguaranteeingpaymentoflossesandrelatedinvestigationcosts,claims,andadministrativeanddefenseexpenses.17.3AdditionalInsured;SeparationofInsureds.TheRequiredInsuranceshallnameCity,itselectedof?cials,of?cers,employees,agents,andvolunteersasadditionalinsuredswithrespecttoworkperformedbyoronbehalfofDeveloperoritscontractors,includingmaterials,parts,orequipmentfurnishedinconnectiontherewith.TheRequiredInsuranceshallcontainstandardseparationofinsuredprovisions,andshallcontainnospeciallimitationsonthescopeofitsprotectiontoCity,itselectedof?cials,of?cers,employees,agents,andvolunteers.17.4Prima1_'yInsurance;WaiverofSubrogation.TheRequiredInsuranceshallbeprimarywithrespecttoanyinsuranceorself-insuranceprogramscoveringCity,itselectedof?cials,of?cers,employees,agents,andvolunteers.AllpoliciesfortheRequired RIV#4836—3917-8284v2 _10_

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InsuranceshallprovidethattheinsurancecompanywaivesallrightofrecoverybywayofsubrogationagainstCityinconnectionwithanydamageorharmcoveredbysuchpolicy.17.5Certi?cates‘Veri?cation.DeveloperanditscontractorsshallfurnishCitywithoriginalcertificatesofinsuranceandendorsementseffectingcoveragefortheRequiredInsurance.Thecerti?catesandendorsementsforeachinsurancepolicyshallbesignedbyapersonauthorizedbythatinsurertobindcoverageonitsbehalf.Allcerti?catesandendorsementsmustbereceivedandapprovedbyCitybeforeworkpursuanttothisAgreementcanbegin.Cityreservestherighttorequirecomplete,certi?edcopiesofallrequiredinsurancepolicies,atanytime.17.6Term°CancellationNotice.DeveloperanditscontractorsshallmaintaintheRequiredInsuranceforthetermofthisAgreementandshallreplaceanycerti?cate,policy,orendorsementwhichwillexpirepriortothatdate.AllpoliciesshallbeendorsedtoprovidethattheRequiredInsuranceshallnotbesuspended,voided,reduced,canceled,orallowedtoexpireexcepton30days’priorwrittennoticetoCity.17.7InsurerRating.UnlessapprovedinwritingbyCity,allRequiredInsuranceshallplacedwithinsurerslicensedtodobusinessintheStateofCaliforniaandwithacurrentA.M.BestratingofatleastA:VIII.18.DEFAULT;NOTICE;REMEDIES.18.1Notice.IfDeveloperneglects,refuses,orfailstoful?llortimelycompleteanyobligation,term,orconditionofthisAgreement,orifCitydeterminesthereisaviolationofanyfederal,state,orlocallaw,ordinance,regulation,code,standard,orotherrequirement,CitymayatanytimethereafterdeclareDevelopertobeindefaultorviolationofthisAgreementandmakewrittendemanduponDeveloperoritssurety,orboth,toimmediatelyremedythedefaultorviolation.Developershallcommencetheworkrequiredtoremedythedefaultorviolationwithinten(10)daysofthewrittendemandfromtheCity.Ifthedefaultorviolationconstitutesanimmediatethreattothepublichealth,safety,orwelfare,Citymayprovidethedemandverbally,andDevelopershallcommencetherequiredworkwithintwenty-four(24)hoursthereof.ImmediatelyuponCity’sissuanceofthedemandtoremedythedefault,DeveloperanditssuretyshallbeliabletoCityforallcostsofconstructionandinstallationofthePublicImprovementsandallotheradministrativecostsexpensesasprovidedforinSection9.0ofthisAgreement.18.2FailuretoRemedy;CigAction.IftheworkrequiredtoremedythenoticeddefaultorviolationisnotdiligentlyprosecutedtoasubstantialcompletionacceptabletoCitywithinareasonabletimedesignatedbytheCity,Citymaycompleteallremainingwork,arrangeforthecompletionofallremainingwork,and/orconductsuchremedialactivityasinitssoleandabsolutediscretionitbelievesisrequiredtoremedythedefaultorviolation.Allsuchworkorremedialactivityshallbeatthesoleandabsolutecost,expense,andliabilityofDeveloperanditssurety,withoutthenecessityofgivinganyfurthernoticetoDeveloperorsurety.City’srighttotakesuchactionsshallinnowaybelimitedbythefactthatDeveloperoritssuretymayhaveconstructedany,ornoneoftherequiredoragreeduponPublicImprovementsatthetimeofCity’sdemandforperformance.IntheeventCityelectstocompleteorarrangeforcompletionoftheremainingworkandimprovements,Citymayrequire RIV#4836-3917-8284v2 -11-

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allworkbyDeveloperoritssuretytoceaseinordertoallowadequatecoordinationbyCity.Notwithstandingtheforegoing,ifconditionsprecedentforreversiontoacreagecanbemetandiftheinterestsofCitywillnotbeprejudicedthereby,CitymayalsoprocessareversiontoacreageandthereafterrecoverfromDeveloperoritssuretythefill]costandexpenseincurred.18.3OtherRemedies.NoactionbyCitypursuanttoSection18.0e_tsgq.ofthisAgreementshallprohibitCityfromexercisinganyotherrightorpursuinganyotherlegalorequitableremedyavailableunderthisAgreementoranyfederal,state,orlocallaw.Citymayexerciseitrightsandremediesindependentlyorcumulatively,andCitymaypursueinconsistentremedies.Citymayinstituteanactionfordamages,injunctiverelief,orspeci?cperformance.19.GENERALPROVISIONS.19.1AuthoritytoEnterAgreement.EachPartywarrantsthattheindividualswhohavesignedthisAgreementhavethelegalpower,right,andauthoritymakethisAgreementandbindeachrespectiveParty.19.2Cooperation;FurtherActs.ThePartiesshallfullycooperatewithoneanother,andshalltakeanyadditionalactsorsignanyadditionaldocumentsasmaybenecessary,appropriate,orconvenienttoattainthepurposesofthisAgreement.19.3Construction;References;Captions.ItbeingagreedthePartiesortheiragentshaveparticipatedinthepreparationofthisAgreement,thelanguageofthisAgreementshallbeconstruedsimply,accordingtoitsfairmeaning,andnotstrictlyfororagainstanyParty.Anytermreferencingtime,days,orperiodforperformanceshallbedeemedcalendardaysandnotworkdays.AllreferencestoDeveloperincludeallpersonnel,employees,agents,andsubcontractorsofDeveloper,exceptasotherwisespeci?edinthisAgreement.AllreferencestoCityincludeitselectedof?cials,of?cers,employees,agents,andvolunteersexceptasotherwisespeci?edinthisAgreement.Thecaptionsofthevariousarticlesandparagraphsareforconvenienceandeaseofreferenceonly,anddonotde?ne,limit,augment,ordescribethescope,content,orintentofthisAgreement.19.4Notices.Allnotices,demands,invoices,andwrittencommunicationsshallbeinwritinganddeliveredtothefollowingaddressesorsuchotheraddressesasthePartiesmaydesignatebywrittennotice:CITY:CityofHemetAttn:AlexanderP.Meyerhoff,CityManager445E.FloridaAvenueHemet,CA92543 RIV#4836-3917-8284v2 _12_

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DEVELOPER:McSweenyFarmsRecoveryAcquisition,LLCc/oRaintreeInvestmentCorporationAttn:MatthewVillalobos5796ArmadaDrive,Suite375Carlsbad,CA92008Dependinguponthemethodoftransmittal,noticeshallbedeemedreceivedasfollows:byfacsimile,asofthedateandtimesentprovidedtheoriginaliscontemporaneouslydepositedwithUnitedStatesPostalServiceanddeliveredbyregularmail;bymessenger,asofthedatedelivered;andbyU.S.Mail?rstclasspostageprepaid,asof72hoursafterdepositintheU.S.Mail.19.5Amendment‘Modi?cation.Nosupplement,modi?cation,oramendmentofthisAgreementshallbebindingunlessexecutedinwritingandsignedbybothParties.19.6Waiver.City’sfailuretoinsistuponstrictcompliancewithanyprovisionofthisAgreementortoexerciseanyrightorprivilegeprovidedherein,orCity’swaiverofanybreachofthisAgreement,shallnotrelieveDeveloperofanyofitsobligationsunderthisAgreement,whetherofthesameorsimilartype.TheforegoingshallbetruewhetherCity’sactionsareintentionalorunintentional.Developeragreestowaive,asadefense,counterclaimorsetoff,anyandalldefects,irregularitiesorde?cienciesintheauthorization,executionorperformanceofthePublicImprovementsorthisAgreement,aswellasthelaws,rules,regulations,ordinancesorresolutionsofCitywithregardstotheauthorization,executionorperformanceofthePublicImprovementsorthisAgreement.19.7AssignmentorTransferofAgreement.Developershallnotassign,hypothecate,ortransfer,eitherdirectlyorbyoperationoflaw,thisAgreementoranyinteresthereinwithoutpriorwrittenconsentofCity.Anyattempttodososhallbenullandvoid,andanyassignee,hypothecatee,ortransfereeshallacquirenorightorinterestbyreasonofsuchattemptedassignment,hypothecation,ortransfer.Unlessspeci?callystatedtothecontraryinCity’swrittenconsent,anyassignment,hypothecation,ortransfershallnotreleaseordischargeDeveloperfromanydutyorresponsibilityunderthisAgreement.19.8BindingEffect.Eachandallofthecovenantsandconditionsshallbebindingonandshallinuretothebene?toftheParties,andtheirsuccessors,heirs,personalrepresentatives,orassigns.ThissectionshallnotbeconstruedasanauthorizationforanyPartytoassignanyrightorobligation.19.9NoThirdPartyBeneficiaries.Therearenointendedthirdpartybene?ciariesofanyrightorobligationassumedbytheParties.19.10Invalidig;Severabilig.IfanyportionofthisAgreementisdeclaredinvalid,illegal,orotherwiseunenforceablebyacourtofcompetentjurisdiction,theremainingprovisionsshallcontinueinfullforceandeffect.

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19.11ConsenttoJurisdictionandVenue.ThisAgreementshallbeconstruedinaccordancewithandgovernedbythelawsoftheStateofCalifornia.AnylegalactionorproceedingbroughttointerpretorenforcethisAgreement,orwhichinanywayarisesoutoftheParties’activitiesundertakenpursuanttothisAgreement,shallbe?ledandprosecutedintheappropriateCaliforniaStateCourtintheCountyofRiverside,California.EachPartywaivesthebene?tofanyprovisionofstateorfederallawprovidingforachangeofvenuetoanyothercourtorjurisdictionincluding,withoutlimitation,achangeofvenuebasedonthefactthatagovernmentalentityisapartytotheactionorproceeding,orthatafederalrightorquestionisinvolvedorallegedtobeinvolvedintheactionorproceeding.Withoutlimitingthegeneralityoftheforegoingwaiver,DeveloperexpresslywaivesanyrighttohavevenuetransferredpursuanttoCaliforniaCodeofCivilProcedureSection394.19.12Attorneys’FeesandCosts.Ifanyarbitration,lawsuit,orotherlegalactionorproceedingisbroughtbyonePartyagainsttheotherPartyinconnectionwiththisAgreementortheProperty,theprevailingparty,whetherby?naljudgmentorarbitrationaward,shallbeentitledtoandrecoverfromtheotherpartyallLitigationExpenses.Anyjudgment,order,orawardenteredinsuchlegalactionorproceedingshallcontainaspeci?cprovisionprovidingfortherecoveryofLitigationExpenses.19.13RelationshipBetweenTheParties.ThePartiesherebymutuallyagreethatneitherthisAgreement,anymaprelatedtoTractNo.33824,noranyotherrelatedentitlement,permit,orapprovalissuedbyCityforthePropertyshalloperatetocreatetherelationshipofpartnership,jointventure,oragencybetweenCityandDeveloper.Developer’scontractorsandsubcontractorsareexclusivelyandsolelyunderthecontrolanddominionofDeveloper.NothinghereinshallbedeemedtomakeDeveloperoritscontractorsanagentorcontractorofCity.19.14Counterparts.ThisAgreementmaybeexecutedincounterpartoriginals,whichtakentogether,shallconstituteoneandthesameinstrument.19.15EffectiveDateofAgreement.ThisAgreementshallnotbecomeeffectiveuntilthedateithasbeenformallyapprovedbytheCityandexecutedbytheappropriateauthoritiesofCityandDeveloper.INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAgreementonthedateandyear?rst-abovewritten. CITYOFHEMET AlexanderP.MeyoffCityManager
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ATTEST:

E/MWWWwSarahMcComasCityClerk

APPROVEDASTOFORM
By:EricS.V11CityAttorney
McSweenyFarmsRecoveryAcquisition,LLC
Its:uthorizedSignatory
NOTE:DEVELOPER’SSIGNATURESSHALLBEDULYNOTARIZED,ANDAPPROPRIATEATTESTATIONSSHALLBEINCLUDEDASMAYBEREQUIREDBYTHEBYLAWS,ARTICLESOFINCORPORATION,OROTHERRULESORREGULATIONSAPPLICABLETODEVELOPERTSBUSINESSENTITY .

MARSHAROJASNotaryPublic,StateofNewYorkNo.01RO6064861QualifiedinSuffolkCountyCommissionExpiresOctober1.2017 RIV#4836-3917-8284v2 _15_

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EXHIBIT“A”LEGALDESCRIPTIONOFPROPERTYTRACTNO.33824
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EXHIBIT“B”LISTOFPUBLICIMPROVEMENTSTRACTNO.33824
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EXHIBIT“C”SURETYBONDSANDOTHERSECURITYTRACTNO.33824AsevidenceofunderstandingtheprovisionscontainedinthisAgreement,andoftheDeve1oper’sintenttocomplywithsame,theDeveloperhassubmittedthebelowdescribedsecurityintheamountsrequiredbythisAgreement,andhasaffixedtheappropriatesignaturesthereto:PERFORMANCEBONDPRINCIPALAMOUNT:$984,000Surety:Lexon/IronshoreAttorney—in-fact:Address:IronshoreSpecialtyInsuranceCo.P.O.Box3407NewYork,NY ,1008 LABOR&MATERIALBONDPRINCIPALAMOUNT:$984,000Surety:Lexon/IronshoreAttorney-in—fact:.Address:IronshoreSpecialtyInsuranceCo.P.O.Box3407NewYork,NY ,1008 CASHMONUMENTSECURITY:$14,500AmountdepositedperCashReceiptNo. Date:
1 SUBDIVISIONIIVIPROVEMENTAGREEMENTRIV#4836-3917-8284v2

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DRAFT

RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
(Document exempt from recording fees
pursuant to Cal. Gov. Code § 27383)

CITY OF HEMET
Attn: City Manager
445 East Florida Avenue
Hemet, California 92543
THIS SPACE FOR RECORDER’S USE ONLY

SUBDIVISION IMPROVEMENT AGREEMENT
FINAL TRACT MAP 33824
By and Between

THE CITY OF HEMET,
a municipal corporation
and
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.,

A CALIFORNIA CORPORATION
DATED December 13, 2022

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SUBDIVISION IMPROVEMENT AGREEMENT
FINAL TRACT MAP 33824
This Subdivision Improvement Agreement (“Agreement”) is entered into as of this 13th day of December, 2022 by and between the City of Hemet, a municipal corporation (“City”) and D.R. Horton Los Angeles Holding Company, Inc., a California corporation (“Builder”). City and Builder are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City of Hemet has previously approved Tract Map No. 33824 on September 28, 2016, along with proper and sufficient security.

B. McSweeny Recovery Acquisition, LLC, a Delaware Limited Liability Company, (“Developer”) has not completed all of the work or made all of the Public Improvements required by the Subdivision Map Act (Government Code sections 66410 et seq.), (“Map Act”) the City Ordinances, the conditions of approval for Tract No. 33824, or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land.

C. Builder has acquired the land known as Tract Map 33824 from Builder.

D. The City desires to enter into this Agreement amending and superseding the Subdivision Improvement Agreement by and between the City of Hemet, a municipal corporation and Builder, also known as Riverside County Recorder Office Document No. 2016- 0436389 (“Original Subdivision Improvement Agreement”).

E. Builder has not completed all of the work or made all of the Public Improvements required by the Subdivision Map Act (Government Code sections 66410 et seq.), (“Map Act”) the City Ordinances, the conditions of approval for Tract No. 33824, or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land.

F. Pursuant to City Ordinances and the applicable provisions of the Map Act, Builder and City enter into this Agreement for the timely construction and completion of the Public Improvements and the furnishing of the security therefor, acceptable to the City Engineer and City Attorney, for Tract Map No. 33824.

G. City has authority to enter into this Subdivision Improvement Agreement pursuant to Government Code Sections 66499 – 66499.10.

H. Pursuant to Government Code Section 66499, Builder’s execution of this Agreement and the provision of the security are made in consideration of City’s approval of the final map for Tract Map No. 33824.

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DEFINED TERMS
“Builder” shall mean D.R. Horton Los Angeles Holding Company, Inc., a California corporation. The term “Builder” shall also include all assignees, to the extent permitted under this Agreement, of the rights and obligations of Builder under this Agreement, and any successor-in-interest to Builder having a legal and/or equitable interest in the Property. “Developer” shall mean McSweeny Recovery Acquisition, LLC, a Delaware Limited Liability Company. The term “Developer” shall also include all assignees, to the extent permitted under this Agreement, of the rights and obligations of Developer under this Agreement, and any successor-in-interest to Developer having a legal and/or equitable interest in the Property. “Estimated Costs” shall mean the City Engineer’s approximation of the actual cost to construct the Public Improvements, including the replacement cost for all landscaping. “Litigation Expenses” shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily incurred by a party in good faith in the prosecution of an action or proceeding, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorneys’ fees, fees for investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs and any other cost or expense, the award of which a court of competent jurisdiction may determine to be just and reasonable.
“Map Act” shall mean the Subdivision Map Act, Government Code Sections 66410 et seq. “Property” shall mean the all of the real property contained within the boundaries of Tract Map No. 33824 located in the City of Hemet, California, as is more particularly described in the legal description and parcel diagram attached hereto and incorporated hereby by reference at Attachment “A”.
“Public Improvements” shall include, but not be limited to, recertification of rough graded pads, finish grade, repair existing streets, curbs and gutters, sidewalks, water systems, sanitary sewers, utilities, and drainage facilities (if any), landscaping, street lights and all other facilities required to be constructed and dedicated to the City or other public entity as conditions of approval of Tentative Tract Map No. 33824 and as shown in detail on the plans, and specifications which have been approved by the City and incorporated into Tract Map No. 33824. The Parties agree that the Public Improvements to be completed by Builder are more specifically described in the diagram or plan attached hereto and incorporated herein by reference as Attachment “B.

Notwithstanding, Attachment “B”, Builder shall remain obligated to construct and complete all of the Public Improvements required as conditions of approval for Tract Map No. 33824, a full copy of which is on file with and may be obtained from the Engineering Department of the City of Hemet.
“Required Insurance” shall mean the insurance required to be maintained by Builder under Section 17.
“Security” shall mean surety bonds in the amounts and under the terms of Section 12 or other security approved by City Engineer or City Attorney.

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“Tract No 33824.” shall mean the final map prepared and approved by the City for tentative tract map no. 33824.
“Warranty” shall mean the one year period following completion of the Public Improvements by Builder and the acceptance of the Public Improvements by the City in which Builder warrants and guarantees all Public Improvements.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

1.SUPERSESSION. This Agreement supersedes and replaces the Original Subdivision Improvement Agreement in its entirety. Upon execution of this Agreement by the Builder, the Original Subdivision Improvement Agreement shall be of no further force and effect unless reinstated.

2.EFFECTIVENESS. This Agreement shall not be effective unless and until all four (4) of the following conditions are satisfied in the order provided:

2.1Security. Builder provides City with the Security of the type and in the amounts required by this Agreement;

2.2Final Map and Agreement Approval. The City Council of the City of Hemet (“City Council”) previously approved the final map for Tract Map No. 33824 and now approves this Agreement;

2.3Record Agreement. Builder and City execute the Agreement and City records this Agreement in the Recorder’s Office of the County of Riverside; and If the above described conditions are not satisfied in the order, manner and within the time provided under this Agreement, this Agreement shall automatically terminate without need of further action by either City or Builder.

3.PUBLIC IMPROVEMENTS. Builder shall construct or have constructed at its own cost, expense, and liability the Public Improvements, as defined herein, within the time and in the manner required under this Agreement. Construction of the Public Improvements shall include any transitions and/or other incidental work deemed necessary for drainage or public safety. The Builder shall be responsible for the replacement, relocation, or removal of any component of any irrigation water or sewer system in conflict with the construction or installation of the Public Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of the City Engineer and the owner of such water or sewer system. Builder further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary or required by City to fully and adequately complete the Public Improvements.

3.1Prior Partial Construction of Public Improvements. Where construction of any Public Improvements has been partially completed prior to this Agreement,

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Builder agrees to complete such Public Improvements or assure their completion in accordance with this Agreement.

3.2Permits; Notices; Utility Statements. Prior to commencing any work, Builder shall, at its sole cost, expense, and liability, obtain all necessary permits and approvals and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Builder’s obligations under this Agreement. Builder shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or approval issued to Builder. Prior to commencing any work, Builder shall file a written statement with the City Clerk and the City Engineer, signed by Builder and each utility which will provide utility service to the Property, attesting that Builder has made all deposits legally required by the utility for the extension and provision of utility service to the Property.

3.3Pre-approval of Plans and Specifications. Builder is prohibited from commencing work on any Public Improvement until all plans and specifications for such Public Improvement have been submitted to and approved by the City Engineer, or his or her designee.

Approval by the City Engineer shall not relieve Builder from ensuring that all Public Improvements conform with all other requirements and standards set forth in this Agreement.

3.4Quality of Work; Compliance With Laws and Codes. The construction plans and specifications for the Public Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements. The Public Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with City, 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.

3.5Standard of Performance. Builder and its contractors, if any, shall perform all work required to construct the Public Improvements under this Agreement 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. Builder represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work. Builder 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.

3.6Alterations to Improvements. All work shall be done and improvements made and completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation of the Public Improvements it is determined that the public interest requires alterations in the Public Improvements, Builder shall undertake such design and construction changes as may be reasonably required by City. Any and all alterations in the plans and specifications and the Public Improvements to be completed may be accomplished without giving prior notice thereof to Builder’s surety for this Agreement.

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4.MAINTENANCE OF PUBLIC IMPROVEMENTS AND LANDSCAPING.

City shall not be responsible or liable for the maintenance or care of the Public Improvements until City formally approves and accepts them in accordance with its policies and procedures.

City shall exercise no control over the Public Improvements until approved and accepted. Any use by any person of the Public Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Builder at all times prior to City’s acceptance of the Public Improvements.

Builder shall maintain all the Public Improvements in a state of good repair until they are completed by Builder and approved and accepted by City, and until the security for the performance of this Agreement is released. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to City; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. It shall be Builder’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 City. If Builder fails to properly prosecute its maintenance obligation under this section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Builder and its surety under this Agreement.

City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Public Improvements or their condition prior to acceptance.

5.CONSTRUCTION SCHEDULE. Unless extended pursuant to this Section 4.1 of this Agreement, Builder shall fully and adequately complete or have completed the Public Improvements within three (3) years (36 months) following approval of the final map for Tract No. 33824.

5.1Extensions. City may, in its sole and absolute discretion, provide Builder with additional time within which to complete the Public Improvements. It is understood that by providing the Security required under Section 12.0 et seq. of this Agreement, Builder and its surety consent in advance to any extension of time as may be given by City to Builder, and waives any and all right to notice of such extension(s). Builder’s acceptance of an extension of time granted by City shall constitute a waiver by Builder and its surety of all defense of laches, estoppel, statutes of limitations, and other limitations of action in any action or proceeding filed by City following the date on which the Public Improvements were to have been completed hereunder. In addition, as consideration for granting such extension to Builder, City reserves the right to review the provisions of this Agreement, including, but not limited to, the construction standards, the cost estimates established by City, and the sufficiency of the improvement security provided by Builder, and to require adjustments thereto when warranted according to City’s reasonable discretion.

5.2Accrual of Limitations Period. Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not accrue until Builder has provided the City Engineer with written notice of Builder’s intent to abandon or otherwise not complete required or agreed upon Public Improvements.

5.3 Builder Obligations Do Not Terminate. Notwithstanding the construction schedule and option for extensions provided in Sections 4.1 and 4.2, Builder’s failure to complete the Public Improvements or to otherwise satisfy all conditions of approval, or City’s non-extension of the time referenced in those sections shall not terminate or otherwise

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relieve the Builder of the obligation to complete the Public Improvements and conditions of approval and such obligations shall survive the term of this Agreement and shall survive until satisfied in full unless waived or modified by formal action of the City Council.

6.GRADING. Builder agrees that any and all grading done or to be done in conjunction with construction of the Public Improvements or development of Tract Map No. 33824 shall conform to all federal, state, and local laws, ordinances, regulations, and other requirements, including City’s grading regulations. All grading, landscaping, and construction activities shall be performed in a manner to control erosion and prevent flooding problems. The City Engineer shall have the authority to require erosion plans to prescribe reasonable controls on the method, manner, and time of grading, landscaping, and construction activities to prevent nuisances to surrounding properties. Plans shall include without limitation temporary drainage and erosion control requirements, dust control procedures, restrictions on truck and other construction traffic routes, noise abatement procedures, storage of materials and equipment, removal of garbage, trash, and refuse, securing the job site to prevent injury, and similar matters.

In order to prevent damage to the Public Improvements by improper drainage or other hazards, the grading shall be completed in accordance with the time schedule for completion of the Public Improvements established by this Agreement, and prior to City’s approval and acceptance of the Public Improvements and release of the Security as set forth in Section 12.0 et seq. of this Agreement.

7.UTILITIES. Builder shall provide utility services, including water, sewer, power, gas, and telephone service to serve each parcel, lot, or unit of land within Tract Map No. 33824 in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the regulations, schedules and fees of the utilities or agencies providing such services. Except for commercial or industrial properties, Builder shall also provide cable television facilities to serve each parcel, lot, or unit of land in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the requirements of the cable company possessing a valid franchise with City to provide such service within City’s jurisdictional limits. All utilities shall be installed underground.

8.FEES AND CHARGES. Builder shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of construction of the Public Improvements, including, but not limited to, all plan check, design review, engineering, inspection, and other service fees, and any impact or connection fees established by City ordinance, resolution, regulation, or policy, or as established by City relative to Tract Map No. 33824, or as required by other governmental agencies having jurisdiction over Tract Map No. 33824.

9.CITY INSPECTION OF PUBLIC IMPROVEMENTS. Builder shall, at its sole cost, expense, and liability, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur. If the City inspector requests it, the Builder at any time before acceptance of the Public Improvements shall remove or uncover such portions of the finished work as may be directed which have not previously been inspected. After examination, the Builder shall restore said portions of the work to the standards required hereunder. Inspection or supervision by the City shall not be considered as direct control of the individual workmen on the job site. City’s inspector shall have the authority to stop any and all work not in accordance with the

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requirements contained or referenced in this Agreement. The inspection of the work by City shall not relieve Builder or the contractor of any obligations to fulfill this Agreement as herein provided, and unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted.

10.ADMINISTRATIVE COSTS. If Builder fails to construct and install all or any part of the Public Improvements within the time required by this Agreement, or if Builder fails to comply with any other obligation contained herein, Builder and its surety shall be jointly and severally liable to City 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.

11.ACCEPTANCE OF IMPROVEMENTS; AS-BUILT OR RECORD
DRAWINGS. The City Council may, in its sole and absolute discretion, accept fully completed portions of the Public Improvements prior to such time as all of the Public Improvements are complete, which shall not release or modify Builder’s obligation to complete the remainder of the Public Improvements within the time required by this Agreement.

11.1Builder’s Notice of Completion. Upon the total or partial acceptance of the Public Improvements by City, Builder shall file with the Recorder’s Office of the County of Riverside a notice of completion for the accepted Public Improvements in accordance with California Civil Code section 3093, at which time the accepted Public Improvements shall become the sole and exclusive property of City without payment therefor.

11.2City Acceptance of Public Improvements. If Tract Map No. 33824 was approved and recorded as a single phase map, City shall not accept any one or more of the improvements until all of the Public Improvements are completed by Builder and approved by City. Issuance by City of occupancy permits for any buildings or structures located on the Property shall not be construed in any manner to constitute City’s acceptance or approval of any Public Improvements.

11.3Builder’s Obligation to Provide As-Built or Record Drawings.

Notwithstanding the foregoing, City may not accept any Public Improvements unless and until Builder provides one (1) set of “as-built” or record drawings or plans to the City Engineer for all such Public Improvements. The drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein.

12.WARRANTY AND GUARANTEE. Builder hereby warrants and guarantees all Public Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of all landscaping within the Property in a vigorous and thriving condition reasonably acceptable to City, for a period of one (1) year following completion of the work and acceptance by City. During the Warranty, Builder shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public Improvements, in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of City, and to the approval of the City Engineer. All repairs, replacements, or reconstruction during the Warranty shall be at the sole cost, expense, and liability of Builder and its surety. As to any Public Improvements which have been repaired, replaced, or reconstructed during the Warranty, Builder and its surety hereby agree to extend the

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Warranty for an additional one (1) year period following City’s acceptance of the repaired, replaced, or reconstructed Public Improvements. Nothing herein shall relieve Builder from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any Public Improvement following expiration of the Warranty or any extension thereof. Builder’s warranty obligation under this section shall survive the expiration or termination of this Agreement.

13.SECURITY; SURETY BONDS. Prior to City’s approval and execution of this Agreement, Builder shall provide City with surety bonds in the amounts and under the terms set forth below. The amount of the Security shall be based on the City Engineer’s Estimated Costs.

If City determines at any time prior to Builder’s completion of the Public Improvements under Section 4 [Construction Schedule], in its sole and absolute discretion, that the Estimated Costs have changed, Builder shall adjust the Security in the amount requested by City. Builder’s compliance with this provision (Section 12.0 et seq.) shall in no way limit or modify Builder’s indemnification obligation provided in Section 16.0 of this Agreement.

13.1Performance Bond. To guarantee the faithful performance of the Public Improvements and all the provisions of this Agreement, to protect City if Builder is in default as set forth in Section 18.0 et seq. of this Agreement, and to secure Builder’s one-year guarantee and warranty of the Public Improvements, including the maintenance of all landscaping in a vigorous and thriving condition, Builder shall provide City a faithful performance bond in the amount of Two Hundred Forty-Six Thousand Dollars, ($246,000), which sum shall be not less than one hundred percent (100%) of the Estimated Costs.

13.2Partial Release. The City Council may, in its sole and absolute discretion and upon recommendation of the City Engineer, partially release a portion or portions of the Security provided under this section as the Public Improvements are accepted by City, provided that Builder is not in default on any provision of this Agreement or condition of approval for Tract Map No. 33824, and the total remaining Security is not less than twenty-five percent (25%) 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 Builder is not in default on any provision of this Agreement or condition of approval for Tract Map No. 33824.

13.3Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, material men, and other persons furnishing labor, materials, or equipment for performance of the Public Improvements and this Agreement, Builder shall provide City a labor and materials bond in the amount of, 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 the City Engineer after six (6) months from the date City accepts the final Public Improvements. The amount of such Security shall be reduced by the total of all stop notice or mechanic’s lien claims of which City is aware, plus an amount equal to twenty percent (20%) of such claims for reimbursement of City’s anticipated administrative and legal expenses arising out of such claims.

13.4Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best’s rating of no less than A:VIII, be a bank or insurance

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company licensed to transact surety business in California, and shall be satisfactory to City. As part of the obligation secured by the Security and in addition to the face amount of the Security, the Builder or its surety shall secure the costs and reasonable expenses and fees, including reasonable attorney’s fees and costs, incurred by City in enforcing the obligations of this Agreement. The Builder and its surety stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the plans and specifications for the Public Improvements shall in any way affect its obligation on the Security.

13.5Form of Security. The evidence of the Security shall be provided on the forms set forth in Attachment “C”, unless other forms are deemed acceptable by the City Engineer and the City Attorney, and when such forms are completed to the satisfaction of City, the forms and evidence of the Security shall be attached hereto as Attachment “C” and incorporated herein by this reference.

13.6Builder’s Liability. While no action of Builder shall be required in order for City to realize on its security under any Security instrument, Builder agrees to cooperate with City to facilitate City’s realization under any Security instrument, and to take no action to prevent City from such realization under any Security instrument. Notwithstanding the giving of any Security instrument or the subsequent expiration of any Security instrument or any failure by any surety or financial institution to perform its obligations with respect thereto, Builder shall be personally liable for performance under this Agreement and for payment of the cost of the labor and materials for the improvements required to be constructed or installed hereby and shall, within ten (10) days after written demand therefor, deliver to City such substitute Security as City shall require satisfying the requirements in this Section 12.

14.MONUMENT SECURITY. Prior to City’s execution of this Agreement, to guarantee payment to the engineer or surveyor for the setting of all subdivision boundaries, lot corners, and street centerline monuments for Tract No. 33824 in compliance with the applicable provisions of City’s Municipal and/or Development Code (“Subdivision Monuments”), Builder shall deposit cash with City in the amount of Nineteen Thousand Two-Hundred Fifty Dollars ($19,250), which sum shall not be less than one hundred percent (100%) of the costs of setting the Subdivision Monuments as determined by the City Engineer. Said cash deposit may be released by written authorization of the City Engineer after all required Subdivision Monuments are accepted by the City Engineer, City has received written acknowledgment of payment in full from the engineer or surveyor who set the Subdivision Monuments, and provided Builder is not in default of any provision of this Agreement or condition of approval for Tract Map No. 33824.

15.LIEN. To secure the timely performance of Builder’s obligations under this Agreement, including those obligations for which security has been provided pursuant to Sections 12.0 et seq. and 13.0 of this Agreement, Builder hereby creates in favor of City a lien against all portions of the Property not dedicated to City or some other governmental agency for a public purpose. As to Builder’s default on those obligations for which security has been provided pursuant to Sections 12.0 et seq. and 13.0 of this Agreement, City shall first attempt to collect against such security prior to exercising its rights as a contract lienholder under this section.

16.SIGNS AND ADVERTISING. Builder understands and agrees to City’s ordinances, regulations, and requirements governing signs and advertising structures. Builder

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hereby agrees with and consents to the summary removal by City, without notice to Builder, of all signs or other advertising structures erected, placed, or situated in violation of any City ordinance, regulation, or other requirement. Removal shall be at the expense of Builder and its surety. Builder and its surety shall indemnify and hold City free and harmless from any claim or demand arising out of or incident to signs, advertising structures, or their removal.

17.INDEMNIFICATION. Builder shall defend, indemnify, and hold harmless City, its elected officials, officers, 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 body or agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of Builder, its personnel, employees, agents, or contractors in connection with or arising out of construction or maintenance of the Public Improvements, or performance of this Agreement. 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 City, its elected officials, officers, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any claim, demand, cause of action, liability, loss, damage, penalty, fine, or injury, to property or persons, including wrongful death, which is caused solely and exclusively by the gross negligence or willful misconduct of City as determined by a court or administrative body of competent jurisdiction. Builder’s obligation to indemnify City shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, officers, employees, or agents.

18.INSURANCE.

18.1Types; Amounts. Builder shall procure and maintain, and shall require its contractors to procure and maintain, during construction of any Public Improvement pursuant to this Agreement, insurance of the types and in the amounts described below. 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.

18.1.1General Liability. Builder and its contractors shall procure and maintain occurrence version general liability insurance, or equivalent form, with a combined single limit of not less than $3,000,000 per occurrence for bodily injury, personal injury, and property damage.

18.1.2Business Automobile Liability. Builder and its contractors shall procure and maintain business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any vehicle owned, leased, hired, or borrowed by the insured or for which the insured is responsible.

18.1.3Workers’ Compensation. Builder and its contractors shall procure and maintain 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 $1,000,000 per occurrence, at all times during which insured retains employees.

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18.1.4Professional Liability. For any consultant or other professional who will engineer or design the Public Improvements, liability insurance for errors and omissions with limits not less than $1,000,000 per occurrence, shall be procured and maintained for a period of five (5) years following completion of the Public Improvements. Such insurance shall be endorsed to include contractual liability.

18.2Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected officials, officers, employees, agents, and volunteers; or (b) Builder and its contractors shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

18.3Additional Insured; Separation of Insureds. The Required Insurance shall name City, its elected officials, officers, employees, agents, and volunteers as additional insureds with respect to work performed by or on behalf of Builder or its contractors, including materials, parts, or equipment furnished in connection therewith. The Required Insurance shall contain standard separation of insured provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, agents, and volunteers.

18.4Primary Insurance; Waiver of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, agents, and volunteers. All policies for the Required Insurance shall provide that the insurance company waives all right of recovery by way of subrogation against City in connection with any damage or harm covered by such policy.

18.5Certificates; Verification. Builder and its contractors shall furnish City 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 City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

18.6Term; Cancellation Notice. Builder 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 30 days’ prior written notice to City.

18.7Insurer Rating. Unless approved in writing by City, all Required Insurance shall placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least A:VIII.

19.DEFAULT; NOTICE; REMEDIES.

19.1Notice. If Builder neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City

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may at any time thereafter declare Builder to be in default or violation of this Agreement and make written demand upon Builder or its surety, or both, to immediately remedy the default or violation. Builder shall commence the work required to remedy the default or violation within ten (10) days of the written demand from the City. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the demand verbally, and Builder shall commence the required work within twenty-four (24) hours thereof.

Immediately upon City’s issuance of the demand to remedy the default, Builder and its surety shall be liable to City for all costs of construction and installation of the Public Improvements and all other administrative costs expenses as provided for in Section 9.0 of this Agreement.

19.2Failure to Remedy; City Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a substantial completion acceptable to City within a reasonable time designated by the City, City 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 Builder and its surety, without the necessity of giving any further notice to Builder or surety. City’s right to take such actions shall in no way be limited by the fact that Builder or its surety may have constructed any, or none of the required or agreed upon Public Improvements at the time of City’s demand for performance. In the event City elects to complete or arrange for completion of the remaining work and improvements, City may require all work by Builder or its surety to cease in order to allow adequate coordination by City. Notwithstanding the foregoing, if conditions precedent for reversion to acreage can be met and if the interests of City will not be prejudiced thereby, City may also process a reversion to acreage and thereafter recover from Builder or its surety the full cost and expense incurred.

19.3Other Remedies. No action by City pursuant to Section 18.0 et seq. of this Agreement shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise it rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance.

20.GENERAL PROVISIONS.

20.1Authority to Enter 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.

20.2Cooperation; 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.

20.3Construction; 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 Builder include all personnel, employees, agents, and subcontractors of Builder, except as otherwise specified in this Agreement. All references to

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City 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.

20.4Notices. 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:

CITY:

City of Hemet
Attn: City Manager
445 E. Florida Avenue
Hemet, CA 92543
BUILDER:

D.R. Horton Los Angeles Holding Company, Inc., a California corporation Attn:
2280 Wardlow Circle, Suite 100
Corona, CA 92880
Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent provided the original is contemporaneously deposited with United States Postal Service and delivered by regular mail; 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.

20.5Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

20.6Waiver. City’s failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or City’s waiver of any breach of this Agreement, shall not relieve Builder of any of its obligations under this Agreement, whether of the same or similar type. The foregoing shall be true whether City’s actions are intentional or unintentional. Builder agrees to waive, as a defense, counterclaim or set off, any and all defects, irregularities or deficiencies in the authorization, execution or performance of the Public Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or resolutions of City with regards to the authorization, execution or performance of the Public Improvements or this Agreement.

20.7Assignment or Transfer of Agreement. Builder shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in

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City’s written consent, any assignment, hypothecation, or transfer shall not release or discharge Builder from any duty or responsibility under this Agreement.

20.8Binding 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.

20.9No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

20.10Invalidity; 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.

20.11Consent 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, Builder expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394.

20.12Attorneys’ Fees and Costs. If any arbitration, lawsuit, or other legal action or proceeding is brought by one Party against the other Party in connection with this Agreement or the Property, the prevailing party, whether by final judgment or arbitration award, shall be entitled to and recover from the other party all Litigation Expenses. Any judgment, order, or award entered in such legal action or proceeding shall contain a specific provision providing for the recovery of Litigation Expenses.

20.13Relationship Between The Parties. The Parties hereby mutually agree that neither this Agreement, any map related to Tract Map No. 33824, nor any other related entitlement, permit, or approval issued by City for the Property shall operate to create the relationship of partnership, joint venture, or agency between City and Builder. Builder’s contractors and subcontractors are exclusively and solely under the control and dominion of Builder. Nothing herein shall be deemed to make Builder or its contractors an agent or contractor of City.

20.14Counterparts. This Agreement may be executed in counterpart originals, which taken together, shall constitute one and the same instrument.

20.15Effective Date of Agreement. This Agreement shall not become effective until the date it has been formally approved by the City and executed by the appropriate authorities of City and Builder.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY OF HEMET
By:___________________________
City Manager
ATTEST:
___________________________
City Clerk

APPROVED AS TO FORM
By:_______________________________
City Attorney

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D.R. HORTON LOS ANGELES HOLDING, INC., A CALIFORNIA CORPORATION By: By:
_________________________________
Its: ______________________________ Its: ___________________________ NOTE: BUILDER’S SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE

REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO BUILDER’S
BUSINESS ENTITY.

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

STATE OF CALIFORNIA

COUNTY OF
On __________, ____ before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: ______________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

STATE OF CALIFORNIA

COUNTY OF
On __________, ____ before me, ________________, personally appeared ________________, personally known to me - OR - proved to me on the basis of satisfactory evidence to be the person(s) whose names(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.

WITNESS my hand and official seal.
__________________________________________
(SIGNATURE OF NOTARY)

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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DRAFT 1 SUBDIVISION IMPROVEMENT AGREEMENT
EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY
TRACT NO. 33824

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DRAFT 1 SUBDIVISION IMPROVEMENT AGREEMENT
EXHIBIT “B”

LIST OF PUBLIC IMPROVEMENTS
TRACT NO. 33824

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DRAFT 1 SUBDIVISION IMPROVEMENT AGREEMENT
EXHIBIT “C”

SURETY BONDS AND OTHER SECURITY
TRACT NO. 33824
As evidence of understanding the provisions contained in this Agreement, and of the Builder’s intent to comply with same, the Builder has submitted the below described security in the amounts required by this Agreement, and has affixed the appropriate signatures thereto:

PERFORMANCE BOND PRINCIPAL AMOUNT: $ 246,000
Surety:

Attorney-in-fact:

Address:

MATERIAL AND LABOR BOND PRINCIPAL AMOUNT: $ 246,000
Surety:

Attorney-in-fact:

Address:

CASH MONUMENT SECURITY: $ 19,250
Amount deposited per Cash Receipt No. Date:

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DRAFT 1 SUBDIVISION IMPROVEMENT AGREEMENT
BOND NO. ___________________
INITIAL PREMIUM: ___________________

SUBJECT TO RENEWAL

CITY OF HEMET
TRACT MAP NO. 33824 IMPROVEMENTS

FORM OF PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS the City of Hemet, California (“City”) and D.R. Horton Los Angeles Holding Company, Inc., a California corporation (“Principal”), have executed an agreement for work consisting of, but not limited to, the furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads, paving, curbs and gutters, pathways, storm drains, water system, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities for Tract Map No. 33824 (“Public Improvements”); WHEREAS, the Public Improvements to be performed by Principal are more particularly set forth in that certain Subdivision Improvement Agreement dated December 13, 2022 (“Improvement Agreement”);
WHEREAS, the Improvement Agreement is hereby referred to and incorporated herein by reference; and
WHEREAS, Principal is required by the Improvement Agreement to provide a good and sufficient bond for performance of the Improvement Agreement, and to guarantee and warranty the Public Improvements constructed thereunder.

NOW, THEREFORE, Principal and _________________________________ (“Surety”), a corporation organized and existing under the laws of the State of __________, and duly authorized to transact surety business under the laws of the State of California, are held and firmly bound unto City in the sum of Two Hundred Forty-Six Thousand Dollars, ($246,000), said sum being not less than one hundred percent (100%) of the total cost of the Public Improvements as set forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION is such, that if 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, agreements, guarantees, and warranties in the Improvement Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents, as stipulated in the Improvement Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

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

Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition.

This bond is executed and filed to comply with Section 66499 et seq. of the Government Code of California as security for performance of the Improvement Agreement and security for the one-year guarantee and warranty of the Public Improvements.

IN WITNESS WHEREOF, the seal and signature of the Principal is hereto affixed, and the corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized Attorney-in-Fact at _______________________, this _____ day of _______________, ______.

Principal Surety
By: By:

Its: Managing Member Attorney-In-Fact
(print name) (print name)
NOTE: APPROPRIATE NOTARIAL ACKNOWLEDGMENTS OF EXECUTION

BY PRINCIPAL AND SURETY, AND A COPY OF THE POWER OF

ATTORNEY TO LOCAL REPRESENTATIVES OF THE BONDING
COMPANY MUST BE ATTACHED TO THIS BOND.