Bonds - Phase 3 Backbone Improvements — Menifee City Council, December 6, 2023

CITY OR

FAITHFUL PERFORMANCE BOND

MENIFEE CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.1)
FOR: Streets & Drainage $ 1.245,000.00 Tract Map TM37391 Riv. Co. Flood Control $. Other Proj. Ref. IP21-029
Water System $ 918.000.00 Bond No. PB03010409665
Rec. Water $ 272.500.00 Premium $15,085.00
Sewer System $ 581,500.00
Total $ 3,017,000.00
Surety Philadelphia Indemnity Insurance Company Principal BLC Fleming LLC Address 800 E. Colorado Blvd. 6th Floor Address 100 Bayview Circle, Suite 240 City/State Pasadena, CA City/State_Newport Beach, CA
Zip code 91101 Zip 92660
Phone _626-639-1323 Phone (949) 945-2595
WHEREAS, the City Council of the City of Menifee, State of California, and BLC Fleming LLC. (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreements) whereby principal agrees to install and complete the above designated public improvements relating to TM37391, Legado, Encanto Drive Stage 1, IP21-029 which agreements), dated_NOV 6,2023, is/are hereby referred to and made a part hereof; and,
WHEREAS, said principal is required under the terms of said agreements) to furnish bond(s) for the faithful performance of said agreements);
NOW, THEREFORE, we the principal and Philadelphia Indemnity Insurance Company, as surety, are held and firmly bound unto the City of Menifee in the penal sum of Three Million Seventeen Thousand and no/100, Dollars, ($3,017,000.00) lawful money of the United States, for the payment of which sum will and truly be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

The condition of this obligation is such that if the above bonded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said agreements) and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City of Menifee, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall remain in full force and effect.

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

FAITHFUL PERFORMANCE BOND

CITY OF

MENIFEE
The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreements) or to the work to be performed there under or the specifications accompanying the same shall in anywise affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreements) or to the work or to the specifications..

Surety further stipulates and agrees that the provisions of Section 2845 of the Civil Code and commencement of construction are not conditions precedent to surety's obligations hereunder and are hereby waived by surety.

When the work covered by the agreements) is complete, the City of Menifee will accept the work and thereupon, the amount of the obligation of this bond is reduced by 90% with the remaining 10% held as security for the one-year maintenance period provided for in the agreements).

IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on November 6 _ 2023
NAME OF PRINCIPAL: BLC Fleming LLC
AUTHORIZED SIGNATURE(S):

See attached
By:

Name:

Title:
(IF CORPORATION, AFFIX SEAL)
NAME OF SURETY: philanterpia indoming insurance gonnany AUTHORIZED SIGNATURE:

Janina Monroe, Its Attorney-in-Fact Title 1927
(IF CORPORATION, AFFIX SEAL)

ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ATTORNEY-IN-FACT.

SIGNATURE PAGE TO

FAITHFUL PERFORMANCE BOND
Bond No. PB03010409665
Principal:

Date: November 6, 2023 BLC FLEMING LLC,
a Delaware limited liability company
By:

Eric Koff, SeniorNice President
Bany ,S. Vice:

By:

NOTARY 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 )
) SS.

County of Orange )
On November 6, 2023, before me, Roselyn Nguyen, Notary Public, personally appeared Eric Koff and Barry S. Villines, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons 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.

ROSELYN NGUYEN
WITNESS my hand and official seal. Notary Public - California Orange County
Commission # 2427747
My Comm. Expires Nov 22, 2026
(Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California
County of LOS ANGELES
On _ 11/06/2023 before me, JENNIFER OCHS, NOTARY PUBLIC Date Here Insert Name and Title of the Officer

JANINA MONROE
personally appeared
Names) of Signers)
who proved to me on the basis of satisfactory evidence to be the persons whose name(x) is/ace subscribed to the within instrument and acknowledged to me that Xe/she/bex executed the same ir Kis/her/*ex authorized capacitykes), and that by X*/her/*** signature(x) on the instrument the person (5) or the entity upon behalf of which the persong) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the law:
of the State of California that the foregoing paragrapt is true and correct.

WITNESS my hand and official seal.

Notary Public • California
Los Angeles County
mmission # 23582
Comm. Expires May 19, 201 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: Document Date:

Number of Pages: Signers) Other Than Named Above:

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

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

TOONAN, MICHELLE HAASE, MARTHA BARRERAS AND RACHEL A. MULLEN OF LOCKTON COMPANIES, LLC, its true and lawful Attorney-ir in the course of is busines and to bid the Company thereby, man amount not is aded 500,03 findermity and witings obligatory in the nature there, isued his Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors c HILADELPHIA INDEMNITY INSURANCE COMPANY on the 14" of November, 201 RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execut on behalf of the Company bonds and undertakings, contracts of indemnity and othe writings obligatory in the nature thereof and to attach the seal of the Company thereto; anc 2) to remove, at any time, any such Attorney-in-Fact and revoke the authority given. And be it

FURTHER
RESOLVED:
which it is attached.

Notary Public:

Vanessa mckengie
mmonwealth of Pennsylvania - Notary S
nessa Mckenzie, Notary Put
Montgomery County
My commission expires November 3,2024
Commission number 1366394
Member, Pannsylva: Association of Notaries Bala Cynwyd, PA residing at:

My commission expires: November 3, 2024
In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 6TH day of NOVEMBER - 2023 El Sar
1927 dward Sayago, Corporate Secretar

HILADELPHIA INDEMNITY INSURANCE COMPAN

MENIFEE MATERIAL AND LABOR BOND

CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.2)
FOR: Streets & Drainage $ 622,500.00 Tract/Parcel Map TM37391 Riv Co Flood $ Other Proj. Ref. IP21-029
Water System $ 459,000.00 Bond No. PB03010409665
Rec. Water $. 136,250.00 Premium $ included in performance bond Sewer System 290.750.00
Total $ 1.508,500.00
Surety Philadelphia Indemnity Insurance Company Principal BLC Fleming LLC -
Address 800 E. Colorado Blvd. 6th Floor Address 100 Bayview Circle, Suite 240 City/State Pasadena, CA City/State Newport Beach, CA
Zip_ 91101 92660
Phone 626-639-1323 Phone (949) 945-2595
WHEREAS, the City Council of the City of Menifee, State of California, and BLC Fleming LLC. (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreements) whereby principal agrees to install and complete the above designated public improvements relating to TM37391, Legado, Encanto Drive Stage 1, IP21-029, which agreements), dated NOV (0,2023is/are hereby referred to and made a part hereof; and, WHEREAS, under the terms of said agreements), principal is required, before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Menifee to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California; NOW, THEREFORE, said principal and the undersigned, as corporate surety, are firmly bound unto the City of Menifee and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the agreements) and referred to Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the sum of One Million Five Hundred Eight Thousand Five Hundred and no/100 _ Dollars, ($1,508,500.00) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the City of Menifee in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed upon that this bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

Should the condition of this bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

MATERIAL AND LABOR BOND
The surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreements) or to the specifications accompanying the same shall in anywise affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition.

Surety further stipulates and agrees that the provisions of Section 2845 of the Civil Code are not a condition precedent to surety's obligations hereunder and are hereby waived by surety.

IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on November 6
NAME OF PRINCIPAL: BLC Fleming LLC
AUTHORIZED SIGNATURE(S):
see attached
By:

Name:

Title:
(IF CORPORATION, AFFIX SEAL)
NAME OF SURETY: Philadelphia Indemnity Insurance Company AUTHORIZED SIGNATURE: 1927
Janina Monroe, Its Attorney-in-Fact Title
( (IF CORPORATION, AFFIX SEAL)

ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ATTORNEY-IN-FACT.

SIGNATURE PAGE TO

MATERIAL AND LABOR BOND
Bond No. PB03010409665
Principal:

Date: November 6, 2023 BLC FLEMING LLC,
a Delaware limited liability company
By:

Eric Koff, Senior Nice President
Bang , S. Vue:

By:

Barry S. Villines, Chief Financial Officer

State of California )
County of Orange
On November 6, 2023, before me, Roselyn Nguyen, Notary Public, personally appeared Eric Koff and Barry S. Villines, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons 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.

ROSELYN NGUYEN
Notary Public - California
WITNESS my hand and official seal. Orange County
Commission # 2427747
My Comm. Expires Nov 22, 2026
Signature (Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 notary public or other officer completing this certificate verifies only the identity of the individual who signed th ocument to which this certificate is attached, and not the truthfulness, accuracy, or validity of that documen State of California
County of LOS ANGELES )
On 11/06/2023 before me, JENNIFER OCHS, NOTARY PUBLIC
Date Here Insert Name and Title of the Officer

JANINA MONROE
personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person whose named) is/are subscribed to the within instrument and acknowledged to me that De/she/ex executed the same in Kis/her/dex authorized capacity/es), and that by K*/her/xe signature() on the instrument the person), or the entity upon behalf of which the persong) 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.

JENNIFER OCHS WITNESS my hand and official seal.

Notary Public - California
Los Angeles County
Commission 2358213
My Comm. Expires May 19, 2025
ignature of Notary Publ
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: _ Document Date:

Number of Pages: Signers) Other Than Named Above:

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

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

PHILADELPHIA INDEMNITY INSURANCE COMPANY
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004-0950
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J NOONAN, MICHELLE HAASE, MARTHA BARRERAS AND RACHEL A. MULLEN OF LOCKTON COMPANIES, LLC, its true and lawful Attorney-in- act with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issue n the course of its business and to bind the Company thereby, in an amount not to exceed $50,000.000 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14' of November, 2016.

RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney-in-Fact and revoke the authority given. And, be it

FURTHER
RESOLVED:

IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS STH DAY OF MARCH, 2021. 1927
(Seal)
Glomb, President & CEO
Philadelphia Indemnity Insurance Company
On this 5 day of March, 2021 before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that h s the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is th Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed.

Notary Public:

Vanessa mckengie
mmission number 1366:

Member, Ponnsylva?: » Association of Notaries residing at: Bala Cynwyd, PA My commission expires: November 3, 2024
In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 6TH day of NOVEMBER - 2023 El Sar
1927 Edward Sayago, Corporate Secretar

PHILADELPHIA INDEMNITY INSURANCE COMPANI

FAITHFUL PERFORMANCE BOND

MENIFEE CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.1)
FOR: Streets & Drainage $. 382,500.00 Tract Map TM37391 Riv. Co. Flood Control $ Other Proj. Ref. IP21-039
Water System $. Bond No. PB03010409666
Rec. Water $ Premium $1,913.00
Sewer System $.

Total $
3om500, Principal BL Fleming LIC
Surety Philadelphia Indemnity Insurance Company
Address 800 E. Colorado Blvd. 6th Floor Address 100 Bayview Circle, Suite 240 City/State Pasadena, CA City/State_Newport Beach, CA
Zip code 91101 Zip 92660
Phone _626-639-1323 Phone (949) 945-2595
WHEREAS, the City Council of the City of Menifee, State of California, and BLC Fleming LLC (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreements) whereby principal agrees to install and complete the above designated public improvements relating to TM37391, Legado, Storm Drain Line J Stage 2, IP21-039, which agreements), dated NOV 6,2023, is/are hereby referred to and made a part hereof; and,
WHEREAS, said principal is required under the terms of said agreements) to furnish bond(s) for the faithful performance of said agreements);
NOW, THEREFORE, we the principal and Philadelphia Indemnity Insurance Company,, as surety, are held and firmly bound unto the City of Menifee in the penal sum of Three Hundred Eighty Two Thousand Five Hundred and no/100, Dollars, ($382,500.00) lawful money of the United States, for the payment of which sum will and truly be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

FAITHFUL PERFORMANCE BOND

CITY OF

IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on November 6 2023
NAME OF PRINCIPAL: BLC Fleming LLC
AUTHORIZED SIGNATURE(S):

By: See attached
Name:

Title:
(IF CORPORATION, AFFIX SEAL)
NAME OF SURETY: Philadelphia Indemnity Insurance Company brol
AUTHORIZED SIGNATURE:

Janina Monroe, Its Attorney-in-Fact Title 1927
(IF CORPORATION, AFFIX SEAL)

ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ATTORNEY-IN-FACT.

SIGNATURE PAGE TO

FAITHFUL PERFORMANCE BOND
Bond No. PB03010409666
Principal:

Date: November 6, 2023 BLC FLEMING LLC,
a Delaware limited liability company
By:

BangS. Vice
By:

Barry S. Villines, Chief Financial Officer

State of California )
) ss.

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

ROSELYN NGUYEN
WITNESS my hand and official seal. Notary Public - California Orange County
Commission # 2427747
My Comm. Expires Nov 22, 2026
Signature (Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed th locument to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California
County ofLOS ANGELES
11/06/2023 before me, JENNIFER OCHS, NOTARY PUBLIC
On _
Date Here Insert Name and Title of the Officer

JANINA MONROE
personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person whose name@ is/are subscribed to the within instrument and acknowledged to me that Xe/she/ex executed the same in Kis/her/*xe* authorized capacitykes), and that by Kis/her/be signature() on the instrument the person(a), or the entity upon behalf of which the person(8) 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.

JENNIFER OCHS
Votary Public - Californi WITNESS my hand and official seal.

Los Angeles Count
Commission # 2358213
My Comm. Expires May 19, 2025 sanature funnan
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: Document Date:

Number of Pages: Signers) Other Than Named Above:

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

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

4. PHILADELPHIA INDEMNITY INSURANCE COMPANY
One Bala Plaza, Suite 100
Bala Cynwyd, PA 19004-0950
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J VOONAN, MICHELLE HAASE, MARTHA BARRERAS AND RACHEL A. MULLEN OF LOCKTON COMPANIES, LLC, its true and lawful Attorney-in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issue in the course of its business and to bind the Company thereby, in an amount not to exceed $50.000.000 PHILADELPHIA INDEMNITY INSURANCE COMPANY by face in or overand, oh authority of the following Resolution adopted by the Board of Directors of RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company: (I) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney-in-Fact and revoke the authority given. And, be it

FURTHER
RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power o Attorney so executed and certified by facsimile signatures and facsimile seal shall be vali and binding upon the Company in the future with respect to any bond or undertaking to

IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 5TH DAY OF MARCH, 2021. 1927
(Seal)
Philadelphia Indemnity Insurance Company
On this 54 day of March, 2021 before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed, Notary Public:

Vanessa makergie
Member, Pannayivarin Association of Notaries residing at: Bala Cynwyd, PA My commission expires: November 3, 2024
In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 6TH day of NOVEMBER _ 2023 El Sar
1927 Edward Sayago, Corporate Secretary

PHILADELPHIA INDEMNITY INSURANCE COMPANY

MATERIAL AND LABOR BOND

MENIFEE

CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.2)
FOR: Streets & Drainage $ 191,250.00 Tract/Parcel Map _TM37391 Riv Co Flood $ Other Proj. Ref.

Water System $ Bond No. PB03010409666
Rec. Water $ Premium Sincluded in performance bond
Sewer System $
Total $ 191.250.00
Surety Philadelphia Indemnity Insurance Company Principal BLC Fleming LLC Address 800 E. Colorado Blvd. 6th Floor Address 100 Bayview Circle, Suite 240 City/State_Pasadena, CA City/State Newport Beach, CA
Zip 91101 Zip 92660
Phone 626-639-1323 Phone - (949) 945-2595
WHEREAS, the City Council of the City of Menifee, State of California, and BLC Fleming LLC (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreements) whereby principal agrees to install and complete the above designated public improvements relating to TM37391, Legado, Storm Drain Line J Stage 2, IP21-039, which agreements), dated NOV 4.2023 is/are hereby referred to and made a part hereof; and,
WHEREAS, under the terms of said agreements), principal is required, before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Menifee to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California; NOW, THEREFORE, said principal and the undersigned, as corporate surety, are firmly bound unto the City of Menifee and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the agreements) and referred to Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the sum of One Hundred Ninety One Thousand Two Hundred Fifty and no/100 Dollars, ($191,250.00) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the City of Menifee in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

Should the condition of this bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

Surety further stipulates and agrees that the provisions of Section 2845 of the Civil Code are not a condition precedent to surety's obligations hereunder and are hereby waived by surety.

IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on November 6 2023
NAME OF PRINCIPAL: BLC Fleming LLC
AUTHORIZED SIGNATURE(S):

By: See attached
Name:

Title:
(IF CORPORATION, AFFIX SEAL
NAME OF SURETY: Philadelphia Indemnity Insurance Opmpany 7 AUTHORIZED SIGNATURE: 1927
Janina Monroe, Its Attorney-in-Fact Title
(IF CORPORATION, AFFIX SEAL)

ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ATTORNEY-IN-FACT.

SIGNATURE PAGE TO

MATERIAL AND LABOR BOND
Bond No. PB03010409666
Principal:

Date: November 6, 2023 BLC FLEMING LLC,
a Delaware limited liability company
By:

Eric Koff, Senior Vice President
Bany r. Vee-
By:

Barry S. Villines, Chief Financial Officer

State of California
County of Orange
On November 6, 2023, before me, Roselyn Nguyen, Notary Public, personally appeared Eric Koff and Barry S. Villines, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons 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.

ROSELYN NGUYEN
WITNESS my hand and official seal. Notary Public - California Orange County
Commission # 2427747
My Comm. Expires Nov 22, 2026
Signature (Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of LOS ANGELES
On 11/06/2023 before me, JENNIFER OCHS, NOTARY PUBLIC
Date Here Insert Name and Title of the Officer

JANINA MONROE
personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(* whose name@ is/ad subscribed to the within instrument and acknowledged to me that De/she/ex executed the same in Kis/her/kdex authorized capacityles), and that by Kis/her/)e* signature(a) on the instrument the person (a), or the entity upon behalf of which the persong) 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.

JENNIFER OCHS
Notary Public • California WITNESS my hand and official seal.

Los Angeles County
Commission #2358213
My Comm. Expires May 19, 2025 signature perinam
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: _ Document Date:

Number of Pages: _ Signers) Other Than Named Above:

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

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

VOONAN, MICHELLE HAASE, MARTHA BARRERAS AND RACHEL A. MULLEN OF LOCKTON COMPANIES, LIC, its true and lawful Attorney-in ct with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereot, IsSu the course of its business and to bind the Company thereby, in an amount not to exceed $50.000.00 THILADELPHA INDEMNITY INSURANCE COMPANY by face in or Norade, the authority of the following Resolution adopted by the Board of Directors of RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorey-in-Fact and revoke the authority given. And, be it

FURTHER
RESOLVED:

That the ver of tres of yur often and the el of the company, may be aliked no any. torney so executed and certified by facsimile signatures and facsimile seal shall be va d binding upon the Company in the future with respect to any bond or undertaking which it is attached.

N TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 5TH DAY OF MARCH, 2021 1927
Gal WAR.
(Seal)
Philadelphia Indemnity Insurance Company
on this day or March March, before one be in HAD A DENSURAN, than the seal at ky o say or and ac Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed Notary Public:

Commonwealth of Pennsylvania - Notary Seal Vanessa McKenzie Vanessa Mckenzie, Notary Public
Montgomery County
My commission expires November 3, 2024
Commission number 1366394
Member, Parinayiva-in Association of Notaries Bala Cynwyd, PA residing at:

My commission expires: November 3, 2024
In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 6TH day of _ NOVEMBER _ 2023 Elsa
1927 Edward Sayago, Corporate Secretary

PHILADELPHIA INDEMNITY INSURANCE COMPANY

CITY OF

FAITHFUL PERFORMANCE BOND

MENIFEE CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.1)
FOR: Streets & Drainage $_ 1,895,000.00 Tract Map _TM37391 Riv. Co. Flood Control $ Other Proj. Ref. IP22-032
Water System Bond No. PB03010409667
Rec. Water Premium $ 9.475.00
Sewer System $
Total $ 1,895.000.00
Surety Philadelphia Indemnity Insurance Company Principal BLC Fleming LLC Address 800 E. Colorado Blvd. 6th Floor Address 100 Bayview Circle, Suite 240 -
City/State Pasadena, CA City/State _Newport Beach, CA
Zip code 91101 92660
Phone 626-639-1323 Phone (949) 945-2595
WHEREAS, the City Council of the City of Menifee, State of California, and _BLC Fleming LLC. (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreements) whereby principal agrees to install and complete the above designated public improvements relating to TM37391, Legado, Encanto Drive Stage 2, IP22-032 which agreements), dated _NOV 62022 is/are hereby referred to and made a part hereor; and,
WHEREAS, said principal is required under the terms of said agreements) to furnish bond(s) for the faithful performance of said agreements);
NOW, THEREFORE, we the principal and Philadelphia Indemnity Insurance Compaby, as surety, are held and firmly bound unto the City of Menifee in the penal sum of One Million, Eight Hundred Ninety Five Thousand and no/100, Dollars, ($1,895,000.00) lawful money of the United States, for the payment of which sum will and truly be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

FAITHFUL PERFORMANCE BOND

CITY OF

IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on November 6 2023
NAME OF PRINCIPAL: BLC Fleming LLC
AUTHORIZED SIGNATURE(S):

By: See altached
Name:

Title:
(IF CORPORATION, AFFIX SEAL)
NAME OF SURETY: Philadelphia Indemnity Insurarice Company OL
AUTHORIZED SIGNATURE: 1927
Title
(IF CORPORATION, AFFIX SEAL)

ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ATTORNEY-IN-FACT.

SIGNATURE PAGE TO

FAITHFUL PERFORMANCE BOND
Bond No. PB03010409667
Principal:

Date: November 6, 2023 BLC FLEMING LLC,
a Delaware limited liability company
By:

Eric Koff, Senior Vi
By: Bangs. Vui
Barry S. Villines, Chief Financial Officer

State of California )
y ss.

County of Orange
On November 6, 2023, before me, Roselyn Nguyen, Notary Public, personally appeared Eric Koff and Barry S. Villines, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons 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.

ROSELYN NGUYEN
Notary Public - California
WITNESS my hand and official seal. Orange County
Commission # 2427747
My Comm. Expires Nov 22, 2026
Signature (Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 notary public or other officer completing this certificate verifies only the identity of the individual who signed th locument to which this certificate is attached, and not the truthfulness, accuracy, or validity of that documen State of California
County of LOS ANGELES
On 11/06/2023 _ before me, JENNIFER OCHS, NOTARY PUBLIC Date Here Insert Name and Title of the Officer

JANINA MONROE
personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person* whose names) is/ate subscribed to the within instrument and acknowledged to me that Xe/she/ex executed the same in Kis/her/dex authorized capacityles), and that by X/her/)e* signature() on the instrument the person(a), or the entity upon behalf of which the person acted, executed the instrument I certify under PENALTY OF PERJURY under the law
of the State of California that the foregoing paragrapt is true and correct.

JENNIFER OCHS
Notary Public • California WITNESS my hand and official seal.

Los Angeles County
Commission# 2358213
My Comm. Expires May 19, 2025 signature fernan
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: Document Date:

Number of Pages: Signers) Other Than Named Above:

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

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

NOONAN, MICHELLE HAASE, MARTHA BARRERAS AND RACHEL A. MULLEN OF LOCKTON COMPANIES, LLC, its true and lawful Attorney-in- fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $50.000.000.

This Power of Attorey is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14 of November, 2016.

FURTHER
RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any which it is attached.

Vanessa Makengie
Momber, Pannivas Association of Notaries residing at: Bala Cynwyd, PA My commission expires: November 3, 2024
In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 6TH day of - 2023 -
El Sar
1927 Edward Sayago, Corporate Secretary

PHILADELPHIA INDEMNITY INSURANCE COMPANY
MATERIAL . AND LABOR BOND

MENIFEE

CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.2)
FOR: Streets & Drainage $ 947,500.00 Tract/Parcel Map TM37391 Riv Co Flood $. Other Proj. Ref. IP22-032
Water System $ Bond No. _PB03010409667
Rec. Water Premium $ included in performance bond
Sewer System $
Total $ 947.500.00
Surety Philadelphia Indemnity Insurance Company Principal BLC Fleming LLC -
Address 800 E. Colorado Blvd. 6th Floor Address 100 Bayview Circle, Suite 240 City/State Pasadena, CA City/State. Newport Beach, CA
Zip_ 91101 Zip 92660
Phone 626-639-1323 Phone (949) 945-2595
WHEREAS, the City Council of the City of Menifee, State of California, and BLC Fleming LLC. (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreements) whereby principal agrees to install and complete the above designated oublic improvements relating to TM37391, Legado, Encanto Drive Stage 2, IP22-032. which agreements), dated NOV 0,0023 is/are hereby referred to and made a part hereof and,
WHEREAS, under the terms of said agreements), principal is required, before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Menifee to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California; NOW, THEREFORE, said principal and the undersigned, as corporate surety, are firmly bound unto the City of Menifee and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the agreements) and referred to Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the sum of Nine Hundred Forty Seven Thousand Five Hundred and no/100 Dollars, ($947,500.00 ) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the City of Menifee in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

Should the condition of this bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

Surety further stipulates and agrees that the provisions of Section 2845 of the Civil Code are not a condition precedent to surety's obligations hereunder and are hereby waived by surety.

IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on November 6 2023
NAME OF PRINCIPAL: BLC Fleming LLC
AUTHORIZED SIGNATURE(S):

By: See attached
Name:

Title:
(IF CORPORATION, AFFIX SEAL)
NAME OF SURETY: Philadelphia Indenmity Insurance Company 1927
AUTHORIZED SIGNATURE:

Janina Monroe, Its Attorney-in-Fact Title
(IF CORPORATION, AFFIX SEAL)

ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ATTORNEY-IN-FACT.

SIGNATURE PAGE TO

MATERIAL AND LABOR BOND
Bond No. PB03010409667
Principal:

Date: November 6, 2023 BLC FLEMING LLC,
a Delaware limited liability company
By:

Jamy 5. Vice
By:

Barry S. Villines, Chief Financial Officer

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ROSELYN NGUYEN Notary Public - California
Orange County
WITNESS my hand and official seal. Commission # 2427747 My Comm. Expires Nov 22, 2026
Signature (Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 notary public or other officer completing this certificate verifies only the identity of the individual who signed th locument to which this certificate is attached, and not the truthfulness, accuracy, or validity of that documen State of California )
County of LOS ANGELES
On 11/06/2023 before me,_ JENNIFER OCHS, NOTARY PUBLIC
Date Here Insert Name and Title of the Officer

JANINA MONROE
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person whose name is/ate subscribed to the within instrument and acknowledged to me that Xe/she/bex executed the same in Kis/her/ke* authorized capacitykes), and that by Ks/her/** signature(a) on the instrument the persons, or the entity upon behalf of which the person(2) 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.

JENNIFER OCHS
Notary Public • Caiifornia WITNESS my hand and official seal.

Los Angeles County
Commission #2358213
My Comm, Expires May 19. 2025
Signature gent ans
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: Document Date:

Number of Pages: Signers) Other Than Named Above:

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

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

NOONAN, MICHELLE HAASE, MARTHA BARRERAS AND RACHEL A. MULLEN OF LOCKTON COMPANIES, LLC, its true and lawful Attorney-in- act with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issues n the course of its business and to bind the Company thereby, in an amount not to exceed $50.000.000 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14" of November, 2016.

RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company: (1) Appoint Attorney(s) in Fact and authorize the Attorneys) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney-in-Fact and revoke the authority given. And, be it

FURTHER
RESOLVED:
which it is attached.

Vanessa makengie
Member, Pennsylva- Association of Notaries residing at: Bala Cynwyd, PA My commission expires: November 3, 2024
In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 6TH _ day of NOVEMBER - 2023 1927 Edward Sayago, Corporate Secretary

PHILADELPHIA INDEMNITY INSURANCE COMPANY

CITY OF

FAITHFUL PERFORMANCE BOND

MENIFEE CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.1)
FOR: Streets & Drainage $. 1,025,500.00 Tract Map TM37391 Riv. Co. Flood Control $ Other Proj. Ref. IP23-033
Water System $ Bond No. PB03010409668
Rec. Water $ Premium $5,128.00
Sewer System $
Total $ 1,025,500.00
Surety Philadelphia Indemnity Insurance Company Principal BLC Fleming LLC Address 800 E. Colorado Blvd. 6th Floor Address 100 Bayview Circle, Suite 240 -
City/State Pasadena, CA City/State Newport Beach. CA
Zip code 91107 Zip 92660
Phone626-639-1323 Phone (949) 945-2595
WHEREAS, the City Council of the City of Menifee, State of California, and BLC Fleming LLC (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreements) whereby principal agrees to install and complete the above designated public improvements relating to TM37391, Encanto Drive Stage 3, IP23-033, which agreements), dated_NOV (0,2023, islare hereby referred to and made a part hereof; and, WHEREAS, said principal is required under the terms of said agreements) to furnish bond(s) for the faithful performance of said agreements);
NOW, THEREFORE, we the principal and Philadelphia Indemnity Insurance Company, as surety, are held and firmly bound unto the City of Menifee in the penal sum of One Million Twenty Five Thousand Five Hundred and no/100, Dollars, ($1,025,500.00) lawful money of the United States, for the payment of which sum will and truly be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

FAITHFUL PERFORMANCE BOND
CITY Op

IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on November 6
NAME OF PRINCIPAL: BLC Fleming LLC
AUTHORIZED SIGNATURE(S):

By: See attached
Name:

Title:
(IF CORPORATION, AFFIX SEAL)
Philadelphia Indemnity Insurance Company
NAME OF SURETY: 1927
AUTHORIZED SIGNATURE:

Janina Montoe, Its Attorney-in-Fact Title
(IF CORPORATION, AFFIX SEAL)

ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ATTORNEY-IN-FACT.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California
County of LOS ANGELES -
On_11/06/2023 _ before me,. JENNIFER OCHS, NOTARY PUBLIC Date Here Insert Name and Title of the Officer

JANINA MONROE
personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person* whose name is/** subscribed to the within instrument and acknowledged to me that Xe/she/*ex executed the same in Kis/her/Xxe* authorized capacity/es), and that by X/her/)e signature() on the instrument the person (s, or the entity upon behalf of which the persons acted, executed the instrument.

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

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

Commission # 2358213
My Comm. Expires May 19.2025
signature garnam
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: _ Document Date:

Number of Pages: Signers) Other Than Named Above:

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

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

SIGNATURE PAGE TO

FAITHFUL PERFORMANCE BOND
Bond No. PB03010409668
Principal:

Date: November 6, 2023 BLC FLEMING LLC,
a Delaware limited liability company
By:

Eric Koff, Senior Vice President
Bany r. Vice.

By:

Barry S. Villines, Chief Financial Officer

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

ROSELYN NGUYEN
WITNESS my hand and official seal. Notary Public - California Orange County
Commission # 2427747
My Comm. Expires Nov 22, 2026
Signature (Seal)

This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14'h of November, 2016.

FURTHER
RESOLVED: hat the signatures of such officers and the seal of the Company may be affixed to ar uch Power of Attorney or certificate relating thereto by facsimile, and any such Power c tomey so executed and certified by facsimile signatures and facsimile seal shall be va d binding upon the Company in the future with respect to any bond or undertaking which it is attached.

IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 5TH DAY OF MARCH, 2021. 1927
I WAIT.
(Seal)
Glomb, President & CEO
Philadelphia Indemnity Insurance Company
On this 5'h day of March, 2021 before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that h is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is th Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed.

Notary Public:

Com Vanessa Mcken26. Notary Pul al Vanessa McKengie
Montgomery County
My commission expires November 3, 2024
Commission number 1366394
Member, Pannsylvan Association of Notaries residing at: Bala Cynwyd, PA My commission expires: November 3, 2024
1, Edward Sayago, Corporate Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do hereby certify that the foregoing resolution of the Board of Directors and the Power of Attorney issued pursuant thereto on the 5l' day March, 2021 are true and correct and are still in full force and effect. I do further certify tha John Comb, who executed thy SUR ONCE COY 9 resident, was on the date of execution of the atached Power of Atorney the duly elected President of In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 6TH _ day of NOVEMBER →. 2023 El Sar
1927 Edward Sayago, Corporate Secretary

PHILADELPHIA INDEMNITY INSURANCE COMPANY

MATERIAL AND LABOR BOND

MENIFEE

CITY OF MENIFEE, STATE OF CALIFORNIA
(Government Code Section 66499.2)
FOR: Streets & Drainage $ 512,750.00 Tract/Parcel Map TM37391 Riv Co Flood $ Other Proj. Ref. IP23-033
Water System $. Bond No. PB03010409668
Rec. Water $. Premium $ included in performance bond
Sewer System $
Total $ 512,750.00
Surety Philadelphia Indemnity Insurance Company Principal BLC Fleming LLC Address 800 E. Colorado Blvd. 6th Floor Address 100 Bayview Circle, Suite 240 City/State Pasadena, CA City/State Newport Beach, CA
Zip_91101 92660
Phone 626-639-1323 Phone - (949) 945-2595
WHEREAS, the City Council of the City of Menifee, State of California, and BLC Fleming LLC (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreements) whereby principal agrees to install and complete the above designated public improvements relating to TM37391, Encanto Drive Stage 3, IP23-033, which agreements), dated NOV 6,2023, is/are hereby referred to and made a part hereof; and, WHEREAS, under the terms of said agreements), principal is required, before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Menifee to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California; NOW, THEREFORE, said principal and the undersigned, as corporate surety, are firmly bound unto the City of Menifee and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the agreements) and referred to Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the sum of Five Hundred Twelve Thousand Seven Hundred Fifty and no/100 , Dollars, ($512,750.00) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the City of Menifee in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

Should the condition of this bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

Surety further stipulates and agrees that the provisions of Section 2845 of the Civil Code are not a condition precedent to surety's obligations hereunder and are hereby waived by surety.

IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on November 6 , 2023
NAME OF PRINCIPAL: BLC Fleming LLC
AUTHORIZED SIGNATURE(S):

By: See attached
Name:

Title:
(IF CORPORATION, AFFIX SEAL)
NAME OF SURETY: Philadelphia Indemnity Insurance Company 1927
AUTHORIZED SIGNATURE:

Janina Monroe, Its Attorney-in-Fact Title
(IF CORPORATION, AFFIX SEAL)

ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ATTORNEY-IN-FACT.

SIGNATURE PAGE TO

MATERIAL AND LABOR BOND
Bond No. PB03010409668
Principal:

Date: November 6, 2023 BLC FLEMING LLC,
a Delaware limited liability company
By:

Bany 5. Vice.

By:

Barry S. Viffines, Chief Financial Officel

State of California )
County of Orange
On November 6, 2023, before me, Roselyn Nguyen, Notary Public, personally appeared Eric Koff and Barry S. Villines, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures or the instrument the persons, or the entity upon behalf of which the persons 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.

ROSELYN NGUYEN
WITNESS my hand and offiglal seal. Notary Public - California Orange County
Commission # 2427747
My Comm. Expires Nov 22, 2026
Signature (Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 i notary public or other officer completing this certificate verifies only the identity of the individual who signed th ocument to which this certificate is attached, and not the truthfulness, accuracy, or validity of that documen State of California
County of LOS ANGELES
On 11/06/2023 before me, _ JENNIFER OCHS, NOTARY PUBLIC Date Here Insert Name and Title of the Officer

JANINA MONROE
personally appeared
Name(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(* whose name* is/*d subscribed to the within instrument and acknowledged to me that De/she/ex executed the same in Kis/her/klex authorized capacityles), and that by Xis/her/*** signature(a) on the instrument the person (s), or the entity upon behalf of which the persons 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.

JENNIFER OCHS WITNESS my hand and official seal.

Notary Public - California
Los Angeles Count
Commission # 2358213
My Comm, Expires May 19. 2025
Signature of Notary Publi
Place Notary Seal Above
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Description of Attached Document
Title or Type of Document: _ Document Date:

Number of Pages: Signers) Other Than Named Above:

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

Signer Is Representing: Signer Is Representing:
©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

NOONAN, MICHELLE HAASE, MARTHA BARRERAS AND RACHEL A. MULLEN OF LOCKTON COMPANIES, LLC, its true and lawful Attorney-in- fact with full authority to execute on its behaif bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $50.000.000.

FURTHER
RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any

IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS STH DAY OF MARCH, 2021. 1927
(Seal)
Philadelphia Indemnity Insurance Company
3 this so in or March 202 before ote to indiA DELPHIA DEMIT INSURANCE COMPANY, than the del afry me say in me a th Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed Notary Public:

Vanessa mckenzie
Montgomery County
Arco omision me 130604 024
Member, Pansya: » Association of Notarien residing at: Bala Cynwyd, PA My commission expires: November 3, 2024
In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 6TH _ day of - 2023 ElSar
1927 Edward Sayago, Corporate Secretary

PHILADELPHIA INDEMNITY INSURANCE COMPANY

Menifee City CouncilDecember 6, 2023

Menifee City Council
December 6, 2023