Attachment 1 - First Amendment to SIA — Lake Forest City Council, June 17, 2025

ATTACHMENT 1

9/29/21, 9:30 AM Document-18331391-Page-1
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder
III I I IN Rill N° FEE* $ R 0 0 1 3 2 0 5 9 7 0$*
2021000600800 9 07 am 09/29/21
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0.00 0.00 0.00 0.00 75.00 0.00 0.000.000.00 0.00

RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:

City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
(Exempt from Filing Fees - Govt Code § 27383)

SPACE ABOVE THIS LINE FOR RECORDERS USE

SUBDIVISION IMPROVEMENT AGREEMENT

FOR COMPLETION OF PUBLIC/PRIVATE IMPROVEMENTS
TRACT NO. 19124
between

THE CITY OF LAKE FOREST
a California municipal corporation
and
Toll West Inc. which will do business in California as Toll Brothers West Inc. a Delaware corporation
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1/1

RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:

City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
(Exempt from Filing Fees - Govt Code § 27383)

SPACE ABOVE THIS LINE FOR RECORDER'S USE

SUBDIVISION IMPROVEMENT AGREEMENT

FOR COMPLETION OF PUBLIC/PRIVATE IMPROVEMENTS
TRACT NO. 19124
between

SUBDIVISION IMPROVEMENT AGREEMENT

FOR COMPLETION OF PUBLIC/PRIVATE IMPROVEMENTS
TRACT MAP NO. 19124
I. PARTIES AND DATE.

This Subdivision Improvement Agreement for the Completion of Public/Private Improvements ("Agreement") is entered into as of this day of , 2021_, by and between the City of Lake Forest, a California municipal corporation ("City") and Toll West Inc. which will do business in California as Toll Brothers West Inc. a Delaware corporation, with its principal office located at 725 Town & Country Rd. Orange, CA 92868 ("Developer"). City and Developer are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties."
II. RECITALS.

A. On August 27, 2019, Developer submitted to City an application for approval of a tentative tract map for real property located within City, a legal description of which is attached hereto as Exhibit "A" ("Property"). The tentative tract map was prepared on behalf of Developer by _Hunsaker and Associates , and is identified in City records as Tract Map No. 18142 ("Tract No. 18142").

B. Developer's application for a tentative tract map for Tract No. 18142 was deemed complete on November 1, 2019. On the 21' day of January, 2020, the Lake Forest City Council conditionally approved Developer's application for a tentative tract map for Tract No. 18142
C. DRP CA 5, LLC, a Delaware limited liability company ("DRP") is the owner of the Property. Developer and DRP are parties to that certain Construction Agreement dated September 14, 2020 (the "Construction Agreement"). Under the terms of the Construction Agreement, Developer is the party responsible for constructing all improvements required to be constructed under the terms of this Agreement. Developer proposes to do and perform certain work of improvement thereon as set forth in this Agreement.

D. Developer has not completed all of the work or made all of the public improvements required by Chapter 7.12 of the Lake Forest Municipal Code, the Subdivision Map Act (Government Code sections 66410, et seq.) ("Map Act"), the conditions of approval for Tract No. 18142 , or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land.

E. Pursuant to Chapter 7.12 of the Lake Forest Municipal Code and the applicable provisions of the Map Act, Developer and City enter into this Agreement for the timely construction and completion of the public/private improvements and the furnishing of the security therefor, acceptable to the City Engineer and City Attorney, for Tract No. 19124
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F. 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 Tract No. 19124 G. The development of the Property is also subject to the terms and conditions of a development agreement, approved by the Lake Forest City Council on 21' day of January , 2020 .

III. TERMS.

1.0 Effectiveness. This Agreement shall not be effective unless and until all four of the following conditions are satisfied: (a) Developer provides City with security of the type and in the amounts required by this Agreement; (b) Developer executes and records this Agreement in the Recorder's Office of the County of Orange; (c) the City Council of the City of Lake Forest ("City Council") approves the final map for Tract No. 19124 ; and (d) Developer records the final map for Tract No. 19124 in the Recorder's Office of the County of Orange. If any of the above described conditions are not satisfied, this Agreement shall automatically terminate without need of further action by either City or Developer, and Developer may not thereafter record the final map for Tract No. 19124

1.1 Definitions. For purposes of enforcing this Agreement, the term "City" shall include, but shall not be limited to, City Council, City Engineer, Director of Community Development, Building Official, or any of their authorized representatives. City shall have the sole and absolute discretion to determine which public body, public official or public employee may act on behalf of City for any particular purpose.

2.0 Public/Private Improvements. Developer shall construct or have constructed at its own cost, expense, and liability all improvements required by City as part of the approval of Tract No. 19124 , including, but not limited to, 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 as shown in detail on the plans, profiles, and specifications which have been prepared by or on behalf of Developer for Tract Map No. 19124 ("Public/Private Improvements"). The Public/Private Improvements are more specifically described in Exhibit "B", which is attached hereto and incorporated herein by this reference. Construction of the Public/Private 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 utility system or public/private improvement in conflict with the construction or installation of the Public/Private Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of the City Engineer and the owner of such utility system or public/private improvement. 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/Private Improvements.

2.1 Prior Partial Construction of Public/Private Improvements. Where construction of any Public/Private Improvements has been partially completed prior to this Agreement, Developer agrees to complete such Public/Private Improvements or assure their completion in accordance with this Agreement.
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2.2 Permits; Notices; Utility Statements. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public/Private Improvements and performance of Developer's obligations under this Agreement.

Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer.

2.3 Pre-approval of Plans and Specifications. Developer is prohibited from commencing work on any Public/Private Improvement until all plans, specifications, estimates and bonds for such Public/Private Improvement have been submitted to and approved by the City Engineer, the City Attorney or their authorized designee. Approval by the City Engineer shall not relieve Developer from ensuring that all Public/Private Improvements conform with all other requirements and standards set forth in this Agreement.

2.4 Quality of Work: Compliance With Laws and Codes. The construction plans and specifications for the Public/Private Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements. The Public/Private Improvements shall be completed in accordance with all approved maps, conditions, 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/Private 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. The Public/Private Improvements in Exhibit "B" are understood to be only a general designation of the work and improvements to be done, and not a binding description thereof. 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/Private Improvements it is determined that the public interest requires alterations in the Public/Private 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/Private Improvements to be completed may be accomplished without giving prior notice thereof to Developer's surety for this Agreement.

2.7 Superintendence by Developer. Developer shall require each contractor and subcontractor to have a competent foreperson on the job at all times when that contractor or subcontractor, or any employee or agent thereof, is performing work on the Public/Private 3 BBK: June 2013
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Improvements. Before starting work on the Public/Private Improvements, each contractor and subcontractor shall submit in writing the name of the proposed foreperson. Each foreperson shall be present at the work site at all times that any work is in progress and at any time that any employee of the contractor or subcontractor is present at the work site. Should a contractor or subcontractor desire to change its foreperson, it shall provide the information specified to the City.

Developer shall, at all times, enforce strict discipline and good order among its employees and those of its subcontractors and shall not employ any unfit person or anyone not skilled in the assigned task. If any person employed by a contractor or subcontractor fails or refuses to carry out the directions of the City or appears to the City, in its sole and absolute discretion, to be incompetent or to act in a disorderly or improper manner, such person shall be removed from the project immediately upon request by the City, and such person shall not again be employed on the work. Such removal shall not be the basis for any claim of compensation or damages against the City.

In addition, Developer shall maintain an office with a telephone and Developer or a person authorized to make decisions and to act on Developer's behalf in Developer's absence shall be available to be on the job within three (3) hours of being called at such office by the City, during the hours of 9:00 a.m. through 5:00 p.m., Monday through Friday, or any other day or time when work is being performed on the Public/Private Improvements.

Developer shall also provide City with a telephone number, at which Developer, or its representative, shall be available twenty-four (24) hours a day in the event of an emergency.

3.0 Maintenance of Public/Private Improvements and Landscaping. City shall not be responsible or liable for the maintenance or care of the Public/Private Improvements until City approves and accepts them. City shall exercise no control over the Public/Private Improvements until accepted. Any use by any person of the Public/Private 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/Private Improvements. Developer shall maintain all the Public/Private Improvements in a state of good repair until they are completed by Developer 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. Developer shall cause the sweeping of streets to occur weekly at a minimum.

Developer shall perform additional street sweeping work as necessary depending on construction activities or as required by, and at the direction of, the City Engineer. 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 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 Developer 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/Private Improvements or their condition prior to acceptance.
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4.0 Construction Schedule. Unless extended pursuant to this Section of this Agreement, Developer shall fully and adequately complete or have completed the Public/Private Improvements pursuant to the schedule and timeline required by the conditions of approval to Tract No. 19124 . At least fifteen (15) days prior to the commencement of such work, Developer shall notify the City Engineer in writing of the date fixed by Developer for commencement of the work.

4.1 Extensions. City may, in its sole and absolute discretion, provide Developer with additional time within which to complete the Public/Private Improvements. It is understood that by providing the security required under Section 13.0, et of this Agreement, Developer and its surety consent in advance to 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/Private Improvements were to have been completed hereunder. In addition, as consideration for granting such extension to Developer, 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 Developer, and to require adjustments thereto when warranted according to City's reasonable discretion.

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/Private Improvements.

5.0 Grading. Developer agrees that any and all grading done or to be done in conjunction with construction of the Public/Private Improvements or development of Tract No. 19124 shall conform to all federal, state, and local laws, ordinances, regulations, and other requirements including, without limitation, the City's grading regulations, the National Pollutant Discharge Elimination Systems (NPDES), and stormwater regulations thereunder as administered by the State Water Resources Control Board and Regional Water Quality Control Boards. In order to prevent damage to the Public/Private Improvements by improper drainage or other hazards, the grading shall be completed in accordance with the time schedule for completion of the Public/Private Improvements established by this Agreement, and prior to City's approval and acceptance of the Public/Private Improvements and release of the Security as set forth in Section 13.0, et seq., of this Agreement. Developer further agrees that the indemnification as set forth in Section 16.0 of this Agreement shall extend to and include any and all grading contemplated by this Agreement, including but not limited to, any partial or rough grading work.

6.0 Utilities. Developer shall provide utility services, including water, power, gas, and telephone service to serve each parcel, lot, or unit of land within Tract No. 19124 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 5 BBK: June 2013
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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, unless otherwise approved by the City Council or the Planning Commission of the City of Lake Forest, or by any other state or federal laws or regulations.

7.0 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/Private Improvements, including, but not limited to, all plan check, report review, engineering, inspection, testing, 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 No. 19124 .

8.0 City Inspection of Public/Private Improvements. Developer shall, at its sole cost, expense, and liability, and at all times during construction of the Public/Private 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/Private Improvements is occurring or will occur.

9.0 Default; Notice; Remedies.

9.1 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 ("Notice"). Developer shall substantially commence the work required to remedy the default or violation within ten (10) days of the Notice. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the Notice verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof. Immediately upon City's issuance of the Notice, Developer and its surety shall be liable to City for all costs of construction and installation of the Public/Private Improvements and all other administrative costs expenses as provided for in Section 10.0 of this Agreement.

9.2 Failure to Remedy: City Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a completion acceptable to City within the time frame contained in the Notice, 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/Private 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 Developer 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 Developer or its surety the full cost and expense incurred. 6 BBK: June 2013
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9.3 Other Remedies. No action by City pursuant to Section 9.0, 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.

10.0 Administrative Costs. If Developer fails to construct and install all or any part of the Public/Private 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 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.

11.0 Acceptance of Improvements; As-Built or Record Drawings. If the Public/Private Improvements are properly completed by Developer and approved by the City Engineer, and if they comply with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements, the City Council shall be authorized to accept the Public/Private Improvements. The City Council may, in its sole and absolute discretion, accept fully completed portions of the Public/Private Improvements prior to such time as all of the Public/Private Improvements are complete, which shall not release or modify Developer's obligation to complete the remainder of the Public/Private Improvements within the time required by this Agreement. Upon the total or partial acceptance of the Public/Private Improvements by City, Developer shall file with the Recorder's Office of the County of Orange, a notice of completion for the accepted Public/Private Improvements, at which time the accepted Public/Private Improvements shall become the sole and exclusive property of City without payment therefor.

If Tract No. 19124 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/Private Improvements are completed by Developer 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/Private Improvements. Notwithstanding the foregoing, City may not accept any Public/Private 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/Private Improvements. The drawings shall be certified and shall reflect the condition of the Public/Private Improvements as constructed, with all changes incorporated therein.

12.0 Reserved.

13.0 Security: Surety Bonds. Prior to execution of this Agreement, Developer shall provide City with surety bonds in the amounts and under the terms set forth below ("Security").

Developer may submit Security in a form other than bonds as allowed under California Government Code Section 66499, et seq. and Chapter 7.12 of the Lake Forest Municipal Code, which alternative Security may be accepted or rejected by the City Council in its sole and absolute discretion. The amount of the Security shall be based on the City Engineer's 7 BBK: June 2013
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approximation of the actual cost to construct the Public/Private Improvements, including the replacement cost for all landscaping ("Estimated Costs"). If City determines, 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 13.0, et seq.) shall in no way limit or modify Developer's indemnification obligation provided in Section 16.0 of this Agreement.

13.1 Performance Bond. To guarantee the faithful performance of the Public/Private Improvements and all the provisions of this Agreement, to protect City if Developer is in default as set forth in Section 9.0, et seq., of this Agreement, and to secure Developer's one-year guarantee and warranty of the Public/Private 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 Four Million Two Hundred Seventy Four Thousand, Nine Hundred Six Dollars and 97/100 ($4,274,906.97), which sum shall be not less than one hundred percent (100%) of the Estimated Costs. 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/Private Improvements are accepted by City, as provided under Section 13.0 herein, provided that Developer is not in default on any provision of this Agreement or condition of approval for Tract No. 19124 , 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 13.3 of this Agreement, provided that Developer is not in default on any provision of this Agreement or condition of approval for Tract No. 19124 .

13.2 Labor and 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/Private Improvements and this Agreement, Developer shall provide City a labor and materials bond in the amount of Four Million Two Hundred Seventy Four Thousand, Nine Hundred Six Dollars and 97/100 ($4,274,906.97), 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 one (1) year or within the time limits established in California Government Code section 66499.7 from the date City accepts the final Public/Private Improvements at the discretion of the City. 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.

13.3 Guarantee and Warranty Bond. Developer hereby guarantees and warrants all Public/Private Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of all public/private 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 ("Warranty"). During the Warranty, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public/Private 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 Developer and its surety. 8 BBK: June 2013
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As to any Public/Private Improvements which have been repaired, replaced, or reconstructed during the Warranty, Developer and its surety hereby agree to extend the Warranty for an additional one (1) year period following City's acceptance of the repaired, replaced, or reconstructed Public/Private 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/Private 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.

Prior to execution of this Agreement, Developer shall provide City with an irrevocable guarantee and warranty bond or cash deposit in the amount of ten (10%) of the Estimated Costs of the Work to guarantee and warrant the Work, for a period of one year following its completion and acceptance, against any defective work or labor done, or defective materials furnished, as required by California Government Code Section 66499.3(d). Any unused portion of the guarantee and warranty security shall be released one year after acceptance of the required improvements by the City Council.

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 and authorized to do business in the State of 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 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/Private Improvements, or the plans and specifications for the Public/Private Improvements shall in any way affect its obligation on the Security.

13.5 Evidence and Incorporation of Security. Evidence of the Security shall be provided on the forms set forth in Exhibit "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 Exhibit "C" and incorporated herein by this reference.

14.0 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. 19124 in compliance with the applicable provisions of City's Municipal and/or Development Code ("Subdivision Monuments"), Developer shall furnish to City a bond in the amount of Forty Two Thousand Seven Hundred Fifty 00/100 Dollars ($42,750.00), 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 bond 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 Developer is not in default of any provision of this Agreement or condition of approval for Tract No. 19124

15.0 Lien. To secure the timely performance of Developer's obligations under this Agreement, including those obligations for which security has been provided pursuant to 9 BBK: June 2013
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Sections 13.0, et seq., and 14.0 of this Agreement, Developer 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 Developer's default on those obligations for which security has been provided pursuant to Sections 13.0, et seq., and 14.0 of this Agreement, City shall first attempt to collect against such security prior to exercising its rights as a contract lienholder under this section.

16.0 Indemnification. Developer shall defend, indemnify, and hold harmless City, its elected officials, officers, employees, agents and volunteers 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/Private 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 negligence or willful misconduct of City as determined by a court or administrative body of competent jurisdiction. Developer's obligation to indemnify shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by Agency, its elected officials, officers, employees, agents or volunteers.

17.0 Insurance.

17.1 Types; Amounts. Developer shall procure and maintain, and shall require its contractors and subcontractors to procure and maintain, during construction of any Public/Private Improvement pursuant to this Agreement, insurance of the types and in the amounts described below ("Required Insurance") and without limiting the indemnity provisions of this Agreement. If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than three times the specified occurrence limit. For purposes of this Section 17.0, et seq., the "indemnified parties" shall mean the City, its elected officials, officers, employees, agents and volunteers, as described in Section

16.0 of this Agreement. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, agents and volunteers.

17.1.1 Commercial General Liability. Developer, its contractors and subcontractors shall procure and maintain Commercial General Liability Insurance which affords coverage at least as broad as the latest version of Insurance Services Office "occurrence" form CG 0001, with minimum limits of at least $5,000,000 per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over 10 BBK: June 2013
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claims; (4) cross liability exclusion for claims or suits by one insured against another; or (5) explosion, collapse or underground hazard (XCU).

17.1.2 Automobile Liability. Developer, its contractors and subcontractors shall procure and maintain automobile liability insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1) with minimum limits of $1,000,000 each accident. 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. If Developer does not own any company vehicles and if requested by City, this requirement may be satisfied by providing a non-owned auto endorsement to the Commercial General Liability policy.

17.1.3 Workers' Compensation. Developer, its contractors and subcontractors shall procure and maintain workers' compensation insurance with limits as required by the Labor Code of the State of California and Employers' Liability Insurance of not less than $1,000,000 per accident for bodily injury and disease.

17.1.4 Professional Liability. If applicable to this Agreement and required by City, for any consultant or other professional who will engineer or design the Public/Private Improvements, professional 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 three (3) years following completion of the Public/Private Improvements and shall specifically include all work to be performed under the Agreement. If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination of this Agreement.

17.1.5 Contractors Pollution Liability. If applicable to this Agreement and required by City, Contractors Pollution Liability Insurance covering all of Developer's operations to include onsite and offsite coverage for bodily injury (including death and mental anguish), property damage, defense costs and cleanup costs with minimum limits of $5,000,000 per loss and $10,000,000 total all losses. The policy shall contain no endorsements or provisions limiting contractual liability or coverage for cross liability of claims or suits by one insured against another. Non-owned disposal site coverage shall be provided if handling, storing or generating hazardous materials or any material/substance otherwise regulated under environmental laws/regulations.

For projects involving transportation of hazardous waste/materials, include coverage for loading/unloading from the project site to final disposal locations, and all disposal locations shall be scheduled as non-owned disposal sites.

If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

17.2 Deductibles. Any deductibles or self-insured retentions must be approved by City in writing and shall protect the indemnified parties in the same manner and to the same 11 BBK: June 2013
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extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

17.3 Certificates; Verification. Developer, its contractors and subcontractors 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 prior to the execution of this Agreement and 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.

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

17.5 Endorsements.

17.5.1 The policy or policies of insurance required by Section 17.1.1 (Commercial General Liability), Section 17.1.2 (Automobile Liability) and Section 17.1.5 (Contractors Pollution Liability), if the latter is required by City, shall be endorsed as follows:

Additional Insured: The indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of this Agreement. The "Additional Insured Endorsement" shall be on a form similar to Insurance Services Office's Endorsement form CG 2010 and contain no other modifications to the policy.

Primary Insurance: This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance.

Severability: In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.

Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
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Duties: Any failure by the named insured to comply with report provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.

Applicability: That the coverage provided therein shall apply to the obligations assumed by Developer, its contractors or subcontractors under the indemnity provisions of this Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.

17.5.2 The policy or policies of insurance required by Section 17.1.3 (Workers' Compensation) shall be endorsed as follows:

Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.

17.5.3 The policy or policies of insurance required by Section 17.1.4 (Professional Liability), if required by City, shall be endorsed as follows:

18.0 Signs and Advertising. Developer understands and agrees to City's ordinances, regulations, and requirements governing signs and advertising structures. Developer hereby agrees with and consents to the removal by City 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.

19.0 Relationship Between the Parties. The Parties hereby mutually agree that neither this Agreement, any map related to Tract No. 19124 , 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, its contractors or subcontractors an agent, contractor or subcontractor of City.
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20.0 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.

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 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 Lake Forest
25550 Commercentre Drive, Suite 100
Lake Forest, CA 92630
Attn: City Engineer
DEVELOPER:

Toll Brothers West Inc.
725 Town& Country Rd.

Orange, CA 92866
Attn: Peter Kim
Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail.

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 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/Private 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/Private Improvements or this Agreement. 14 BBK: June 2013
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20.7 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 release or discharge Developer from any duty or responsibility under this Agreement. In the event that the City consents in writing to such an assignment, any assignee, hypothecatee or transferee shall expressly assume Developer's obligations hereunder by a written agreement in a form, and containing such security, as is reasonably acceptable to the City. The agreement shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to the City and approved by the City Attorney, to guarantee construction of the Public/Private Improvements. The agreement shall survive the recordation of the Final Map and shall be recorded against each of the proposed lots to inform successors and assigns of the required Public/Private Improvements to be constructed and their time frame for construction. Following any permitted assignment of the Public/Private Improvements as set forth in this Section 20.7, the City shall release the Developer from its obligations so assigned and shall release to the Developer any bonds or other security posted to secure the Public/Private Improvements so assigned; provided, however, that the City shall not release any security or undertakings given to secure the performance of any of the Public/Private Improvements not assigned.

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 Orange, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394.
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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 costs and expenses incurred by the prevailing party, including actual attorneys' fees ("Costs"). Any judgment, order, or award entered in such legal action or proceeding shall contain a specific provision providing for the recovery of Costs, which shall include, without limitation, attorneys' and experts' fees, costs and expenses incurred in the following: (a) post judgment motions and appeals, (b) contempt proceedings, (c) garnishment, levy, and debtor and third party examination, (d) discovery, and (e) bankruptcy litigation. This section shall survive the termination or expiration of this Agreement.

20.13 Counterparts. This Agreement may be executed in counterpart originals, which taken together, shall constitute one and the same instrument. 16 BBK: June 2013
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CITY OF LAKE FOREST Toll West Inc. which will do business in California as Toll Brothers West Inc.

By: By:

Scott Voigts, Mayor Signature
J//Print Name
Pic -57_49E-A/7; Title
ATTEST:

By: iikt443(-4Y-0 ( - - By:

Lisa Berglund, ..its Clerk Signature
APPROVED AS TO FORM:

By:

I
Matthew Richardson, Richardson, City Attorney
Best Best & Krieger LLP
(Seal)
Print Name
Title
NOTE: DEVELOPER'S AND SURETY'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.
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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 Orange
On July 28, 2021 before me, Heidi L. Ferguson, Notary Public (insert name and title of the officer)
personally appeared Peter Kim
who proved to me on the basis of satisfactory evidence to be the person whose nam4e)'is/are- subscribed to the within instrument and acknowledged to me that he/che/they executed the same in his/hor/t4oir authorized capacity(ies), and that by his/hefitheir signatures the instrument the personj,.s.)7-6r the entity upon behalf of which the person.(ernted, 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
comm.# 2314023 NOTARY PUBLIC-CALIFORNIA VI ORANGE COUNTY (Seal) MY DON. ExP. DEC. 20, 2023"

ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ORANGE
On , before me, Date Name And Title Of Officer (e.g. "Jane Doe, Notary Public") personally appeared Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Place Notary Seal Above

OPTIONAL
Signature of Notary Public
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. ❑
❑

CAPACITY CLAIMED BY SIGNER
Individual
Corporate Officer

DESCRIPTION OF ATTACHED DOCUMENT
Title(s) Title or Type of Document
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney-In-Fact Number Of Pages
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:

Date Of Document
Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
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ACKNOWLEDGMENT

STATE OF CALIFORNIA

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.

Place Notary Seal Above

OPTIONAL
Signature of Notary Public
❑
❑
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
Title(s) Title or Type of Document
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney-In-Fact Number Of Pages
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:

Date Of Document
Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
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EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY
TRACT NO. 19124
BEING A SUBDIVISION OF PARCELS A, B AND C OF PARCEL MAP NO. 99-103 AS SHOWN ON A MAP FILED IN BOOK 313, PAGES 1 THROUGH 6, INCLUSIVE, OF PARCEL MAPS, TOGETHER WITH PARCEL 1 AS SHOWN ON LOT LINE ADJUSTMENT NO. LL 77-12 RECORDED AUGUST 24,1977 AS INSTRUMENT NO. 41101 IN BOOK 12350, PAGE 1595, OF OFFICIAL RECORDS TOGETHER WITH LOT E OF TRACT NO. 15753 AS SHOWN ON A MAP FILED IN BOOK 793, PAGES 9 THROUGH 15,

INCLUSIVE, OF MISCELLANEOUS MAP, ALL IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

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EXHIBIT "B"

LIST OF PUBLIC/PRIVATE IMPROVEMENTS
TRACT NO. 19124
Developer shall perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his order, to complete the following Public/Private Improvements in accordance with the plans and specifications on file with the City or with any changes required or ordered by the City Engineer which, in his opinion, are necessary or required to complete this work.

The Developer is required to perform the following Public/Private Improvements under this Agreement:

Improvements per plan titled "STREET IMPROVEMENT PLANS FOR THE MEADOWS - TRACT 19124 CITY OF LAKE FOREST PERIMETER STREETS BAKE PARKWAY AND RANCHO PARKWAY"
Improvements per plan titled "BACKBONE PRIVATE AND PUBLIC STREET IMPROVEMENT PLANS FOR THE MEADOWS — TRACT 19124 CITY OF LAKE FOREST"
Improvements per plan titled "PUBLIC STORM DRAIN LINE `A' & PORTION OF PRIVATE LATERALS IMPROVEMENT PLAN THE MEADOWS - TRACT 19124 CITY OF LAKE FOREST"
Improvements per plan titled "PRIVATE STORM DRAIN IMPROVEMENT PLAN THE MEADOWS - TRACT 19124 CITY OF LAKE FOREST"
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EXHIBIT "C"

SURETY BONDS AND OTHER SECURITY
TRACT NO. 19124
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 signatures thereto:
(Backbone Public Storm Drain Improvements):