HomeMy WebLinkAboutContract 1975 C_Icr/S.
2022-0037318 cGycle`i �
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Recorded in Official Records
PLEASE COMPLETE THIS INFORMATION County of Riverside
RECORDING REQUESTED BY: Peter Aldana
Assessor-County Clerk-Recorder
City of Cathedral City
City ClerkVALI, WPM
AND WHEN RECORDED MAIL TO:
City of Cathedral
City Clerk's Office S R U PAGE SIZE DA MISC LONG RFD COPY
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234 M A L 465 426 PCOR NCOR SMF NCHG EXAM
Exempt from recording fees pursuant to
GC Section 6103 and 27383. T: CTY UNI
Space above this line for recorder's use only
Improvement Agreement for CUP 20-018 Commercial HUB Center
Title of Document
Improvement Agreement for CUP 20-018 Commercial HUB Center.
TRA:
DTT:
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
($3.00 Additional Recording Fee Applies)
ACR 238(Rev.03/2008)
CITY OF CATHEDRAL CITY
IMPROVEMENT AGREEMENT
for
Conditional Use Permit CUP 20-018
COMMERCIAL HUB CENTER
DATE OF AGREEMENT:
NAME OF DEVELOPER: AG CATHEDRAL CITY OWNERS, LLC.
a Delaware Limited Liability Company
(REFERRED TO AS "DEVELOPER")
NAME/NUMBER OF USE PERMIT: CONDITIONAL USE PERMIT CUP 20-018
(REFERRED TO AS "CUP 20-018")
CONDITIONAL USE PERMIT APPROVAL: APPROVED BY CITY PLANNING COMMISSION
ON FEBRUARY 3, 2021
EST. TOTAL COST OF EST. TOTAL COST OF EST. TOTAL COST OF MAP
PUBLIC IMPROVEMENTS: PRIVATE IMPROVEMENTS: MONUMENTATION:
$ 685,000.00 N/A N/A
(see Exhibit B) (see Exhibit B)
SURETY COMPANY: Lexon Insurance Company
BOND NUMBERS: LICX1191464
LETTER OF CREDIT NUMBERS: N/A
LFINANCIAL INSTITUTION: N/A
This Improvement Agreement (the "Agreement") is made and entered into by and
between the City of Cathedral City, a California municipal corporation, hereinafter referred to
as "CITY", and AG Cathedral City Owners, LLC, a Delaware limited liability company,
hereinafter referred to as "DEVELOPER". CITY and DEVELOPER are sometimes referred to
hereinafter individually as a "Party" and collectively as the "Parties."
RECITALS
A. DEVELOPER has presented to CITY an application for the reconstruction and
expansion of an existing commercial building into a commercial merchandise distribution hub
center , (hereinafter "DEVELOPMENT"), on property located at the southeast corner of Date
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Palm Drive and Converse Road, which is described in the legal description attached hereto as
Exhibit "A", and submitted an application for approval of a use permit under CUP 20-018, as
required by CITY's Zoning Code and ordinances.
B. The City Planning Commission (the "Commission") reviewed the application and
approved CUP 20-018, subject to conditions contained in the Staff Report for CUP 20-018,
dated February 3, 2021, ( the "Conditions of Approval"), as amended by the Planning
Commission, and applicable City codes and laws. The Staff Report and the Conditions of
Approval are incorporated into this Agreement by this reference as if set forth fully herein.
C. The Conditions of Approval, as amended by the Commission at its February 3,
2021, meeting, requires that prior to the issuance of a final Certificate of Occupancy (hereafter
"CO") for the DEVELOPMENT, the DEVELOPER shall enter into a performance agreement
with the CITY, secured with sufficient improvement securities (the "Improvement Securities") to
guarantee the construction and completion of all work required to improve, widen, and
reconstruct the easterly side of Date Palm Drive along the Date Palm frontage and the south
side of Converse Road along the Converse frontage of the DEVELOPMENT, and to complete
the construction of all such improvements and conditions within two (2) years from the date of
issuance of the TCO.
D. In consideration of the approval of CUP 20-018, and the issuance by the CITY of
a Temporary Certificate of Occupancy (TCO) when all on-site building and site improvements
have been completed by the DEVELOPMENT, DEVELOPER desires to enter into this
Agreement, whereby DEVELOPER promises to install and complete, at DEVELOPER's own
expense, all the public improvements and related work on Date Palm Drive and Converse Road
required by the Conditions of Approval and the CITY in connection with the DEVELOPMENT
(the "Improvements"). DEVELOPER has secured this Agreement with Improvement Securities
as required by the Conditions of Approval and as approved by the City Attorney.
E. Improvement Plans (the "Plans") for the construction, installation, and completion
of the Improvements on Date Palm Drive have been prepared by DEVELOPER and approved
by the City Director of Engineering. The Plans are on file in the Office of the Director of
Engineering and are incorporated into this Agreement by this reference as if set forth fully
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herein. All references in this Agreement to the Plans shall be deemed to include reference to
any specifications for the Improvements as approved by the Director of Engineering.
F. A description of the Improvements on Date Palm Drive and Converse Road and
an estimate of the cost for construction of the Improvements according to the Plans has been
made and approved by the Director of Engineering. The estimated cost of these Improvements
is set forth in Exhibit "B" to this Agreement, which is attached hereto and made part of this
Agreement by this reference. The amounts of the Improvement Securities required to be posted
with this Agreement are also based upon this estimate.
G.. As part of the application for CUP 20-018, DEVELOPER submitted a traffic study
entitled "Revised Traffic Analysis for 35780 Date Palm Drive Commercial Hub Center", dated
January 4,2021 , prepared by NV5 Engineers and Consultants. The traffic counts, projections
and conclusions in this study were relied upon by City in the development of Conditions of
Approval which would reasonable address and mitigate the traffic impacts of the
DEVELOPMENT. Condition of Approval No. 4.41 as approved by the Commission at its
February 3, 2021, meeting, requires DEVELOPER to make certain traffic engineering, signal re-
timing and signal synchronization coordination changes and modifications to three (3) signalized
intersections in the vicinity of the DEVELOPMENT. Condition 4.41 further requires that by not
later than three (3) years after the issuance by CITY of a Temporary Certificate of Occupancy
(TCO) for the DEVELOPMENT building and site improvements, and by not sooner that two and
a half (2-1/2) years after such issuance, the DEVELOPER shall pay for and complete a
supplemental Traffic Study to review and field verify the trip generation numbers and
calculations used in the January 4, 2021 Traffic Study. Further, Condition of Approval 4.41
required that if the supplemental traffic study showed an increase over the original projected trip
generation figures, then a modification CUP 20-018 and its Conditions of Approval would be
required.
H. DEVELOPER recognizes that by CITY approving CUP 20-018 and issuing building
permits for the DEVELOPMENT, CITY has conferred substantial rights upon DEVELOPER,
including the right to sell, lease, or finance the entitled property, and to improve the property by
the reconstruction and expansion of the existing buildings and related improvements. As a
result, CITY will be damaged to the extent of the cost of installation of the Date Palm Drive and
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Converse Road Improvements by DEVELOPER's failure to perform its obligations under this
Agreement, including, but not limited to, DEVELOPER's obligation to timely prosecute and
complete construction of the Improvements on Date Palm Drive and Converse Road required by
the Conditions of Approval within the time limits established in this Agreement. CITY shall be
entitled to all remedies available to it under this Agreement and at law or in equity in the event of
a default by DEVELOPER.
NOW, THEREFORE, in consideration of the approval of CUP 20-018, the issuance
building permits for the DEVELOPMENT, and the CITY's expected issuance of a Temporary
Certificate of Occupancy (TCO) or a permanent Certificate of Occupancy (COO), the
DEVELOPER and CITY agree as follows:
1. DEVELOPER's Obligation to Construct Improvements.
a. In constructing and installing the Improvements, DEVELOPER shall comply
with all the requirements of the Conditions of Approval; any amendments to the
Conditions of Approval authorized by the CITY and the provisions of applicable City and
State codes and laws;
b. DEVELOPER shall complete at DEVELOPER's own expense, all the
Improvements and related work on Date Palm Drive and on Converse Road , as required
in the Conditions of Approval and in conformance with approved Plans and CITY
standards, including without limitation: the widening of Date Palm and Converse along
the frontages of DEVELOPMENT, including but not limited to demolition of existing curbs,
sidewalks and parkway improvements, installation of new curb and gutter, turn pockets,
transition lanes, paving, sidewalks, street lights, traffic signal relocation and modification,
street striping and traffic control, and all related appurtenances, and all other
improvements described in Subsections 1 (b) and 1(c) herein, within one (1) year of the
CITY"s issuance of any Temporary Certificate of Occupancy (TCO) or permanent
Certificate of Occupancy (CO) for any of the building improvements on the property
described in Exhibit "A
It is understood by the Parties hereto that temporary approval by the CITY for
use of utilities in the buildings for the purposes of testing equipment and/or mechanical
systems shall not constitute a Temporary Certificate of Occupancy (TCO) or evidence of
completion of building improvements or their suitability for commercial use and
occupancy.
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c. Developer further agrees to complete the traffic signal engineering, timing
and synchronization coordination modifications at the intersections of Date Palm Drive and
Converse Road, at Date Palm Drive and Dinah Shore Drive, and at Date Palm Drive and
Ramon Road, as described in Condition of Approval No. 4.41 (1), 4.41(2) and 4.41(3).
d. By not later than three (3) years after the issuance by CITY of a Temporary
Certificate of Occupancy (TCO) or a permanent Certificate of Occupancy (CO) which
ever comes first, for the DEVELOPMENT building and site improvements, and by not sooner
than two and a half (2-1/2) years after such issuance, the DEVELOPER shall retain a licensed
traffic engineer, to be approved by the Director of Engineering, and shall pay for the traffic
engineer's preparation of a supplemental Traffic Study to review and field verify the trip
generation numbers and calculations used in the January 4, 2021, Traffic Study. DEVELOPER
further agrees that if the supplemental traffic study shows an increase over projected trip
generation figures, then DEVELOPER shall request a modification to CUP 20-018 and its
Conditions of Approval to mitigate any impacts caused by such increases.
e. DEVELOPER shall diligently prosecute construction of the Improvements
and supplemental traffic study and complete same by the deadlines stated in Subsections 1(b)
and 1(d) above, unless a time extension is granted by the CITY as authorized in Section 19 of
this Agreement.
2. Improvement Securities,
a. DEVELOPER shall at all times guarantee DEVELOPER's performance of
this Agreement by furnishing and maintaining good and sufficient Improvement Securities
with CITY as required by the Conditions of Approval and applicable State and local laws,
on forms approved by CITY for the purposes and in the amounts as follows:
(i) Six Hundred Eighty Five Thousand dollars ($ 685,000.00) to ensure faithful
performance of the construction and installation of the Date Palm Drive and
Converse Road Improvements and appurtenances as required by this Agreement
("Performance Security"), which amount is 100% of the estimated cost of the
Improvements as set forth in Exhibit B; and
(ii) Three Hundred Forty Two Thousand Five Hundred dollars ($342,500.00) to
secure payment to any contractor, subcontractor, persons renting equipment, or
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furnishing labor materials for the Improvements required to be constructed or
installed pursuant to the Agreement ("Labor & Materials Security"), which amount
is 50% of the estimated cost of the Improvements; and
(iii) Sixty Eight Thousand Five Hundred dollars ($ 68,500.00) in the form of a
Warranty Bond or cash deposit with the City to guarantee or warranty the work
done pursuant to this Agreement for a period of one (1) year following acceptance
thereof by CITY against any defective work or labor done or defective materials
furnished ("Warranty Security"). The Warranty Security is 10% of the estimated
cost of the Performance Security amount described above, and such Warranty
Security must be provided by DEVELOPER to CITY prior to the City's release of
any bonds or Improvement Securities filed with this Agreement; and
b. The Improvement Securities required by this Agreement shall be kept on
file with the City Clerk. The terms of the security documents referenced in this Agreement are
incorporated into this Agreement by this reference as if set forth fully herein. If any security is
replaced by another type or kind of approved security, after approval thereof by the City
Attorney, the replacement shall be filed with City Clerk and, upon filing, shall be deemed to have
been made a part of and incorporated into this Agreement. Upon filing of a replacement
security with the City Clerk, the former security may be released.
3. Alterations to Improvement Plans.
a. Any changes, alterations or additions to the Plans or to the Improvements,
not exceeding 10% of the original estimated cost of the Improvements, which are mutually
agreed upon byCITY and DEVELOPER, shall not relieve or release the Performance Security
given by Developer under this Agreement. In the event such changes, alterations, or additions
exceed 10% of the original estimated cost of the Improvements, DEVELOPER shall provide
additional Performance Security as required by Section 2 of this Agreement for 100% of the total
estimated cost of the Improvements as changed, altered, or amended, minus any completed
partial releases allowed by Section 5 of this Agreement.
b. The DEVELOPER shall construct the Improvements in accordance with the
CITY standards in effect at the time of approval of CUP 20-018. CITY reserves the right to
modify the standards applicable to the DEVELOPMENT and this Agreement, when necessary to
protect the public safety or welfare or comply with applicable State or Federal law or CITY
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zoning ordinances. If DEVELOPER requests and is granted an extension of time for completion
of the Improvements, CITY may apply the standards in effect at the time of the extension.
4. Inspections.
DEVELOPER shall at all times maintain proper facilities and safe access for inspection of
the Improvements by CITY inspectors and to the shops wherein any work is in preparation.
Upon completion of the Improvements covered in this Agreement, the DEVELOPER may
request a final inspection by the City Director of Engineering or his authorized representative. If
the Director or his/her authorized representative, determine that the Improvements have been
completed in accordance with this Agreement, then the Director shall: certify the completion of
the public improvements; place an item on the next most convenient Council agenda seeking
formal acceptance of the Improvements and release of Improvement Securities; and
authorization to file a Notice of Completion. Said determination by the Director of Engineering
and agendization of the acceptance and release shall not be unreasonably withheld or delayed.
No Improvements shall be finally accepted unless all aspects of the work have been inspected
and determined to have been completed in accordance with the Improvement Plans, CITY
standards, and the Conditions of Approval. DEVELOPER shall bear all costs of inspection and
certification.
5. Release of Securities
a. The Performance Security shall be released upon the final completion and
acceptance of the Improvements by the Council subject, to the provisions of Subsection (a)(i)
and (a)(ii) hereof. Upon final completion of all Improvements under this Agreement, and after
City Council acceptance, the CITY shall file a Notice of Completion in accordance with California
Civil Code.
(i). The Director of Engineering may release a portion of Performance
Security, as work on the Improvements progresses, upon written application
thereof by the DEVELOPER, provided, however, that no such release shall be
considered by CITY until the value of the work remaining to be completed is fifty
percent (50%) percent or less of the estimate of the total amount of work to be
done as shown in Exhibit "B". Upon approval of a partial release or the reduction of
Performance Security, the CITY shall not reduce such security to an amount less
than twenty percent (20%) of the estimate of the total amount of work to be done
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as shown in Exhibit "B". CITY and DEVELOPER agree that not more than one
request for reduction or partial release of Performance Security shall be
considered between the start of construction and the completion and acceptance
of the Improvements by the CITY.
(ii) In no event shall the Director of Engineering authorize a release of the
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Performance Security which would reduce such security to an amount below that
required to guarantee the completion of the Improvements and any other
obligations imposed by this Agreement.
b. Labor and Materials Security shall, ninety (90) days after the CITY's
recordation of the Notice of Completion described Subsection 5(a), be reduced to an amount
equal to the total claimed by all claimants for whom liens have been filed and of which notice
has been given to CITY, plus an amount reasonably determined by the Director of Engineering
to be required to assure the performance of any other obligations secured by the Labor &
Materials Security and to cover legal costs. The balance shall be released upon the settlement
of all claims and obligations for which the Labor and Materials Security was given. If no claims
or liens have been filed and no notice has been given to CITY within said ninety (90) day period,
then the Labor and Materials Security shall be released in full.
c. Warranty Security shall not be released until after the expiration of the one
(1) year warranty period and until any claims filed during the warranty period have been settled.
As provided in Paragraph 9, the warranty period shall not commence until final acceptance of all
the work and Improvements by the City Council.
d. The CITY may retain from any security released, an amount sufficient to
cover costs and reasonable expenses and fees, including reasonable attorney's fees.
6. Injury to Public Improvements, Public Property or Public Utilities Facilities
DEVELOPER shall replace or have replaced, or repair or have repaired, as the case may
be, any and all public or private improvements, public utilities facilities and survey monuments
which are destroyed or damaged as a result of any work under this Agreement. DEVELOPER
shall bear the entire cost of replacement or repairs of any and all public or private improvements
or utility property damaged or destroyed by reason of any work done under this Agreement,
whether such property is owned by the United States or any agency thereof, or the State of
California, or any agency or political subdivision thereof, or b the CITY or anypublic or private
Y
utility corporation or by any combination of such owners. Any repair or replacement shall be
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made to the reasonable satisfaction, and subject to the approval of the Director of Engineering
and the owner of any such public or private improvement.
7. Permits
DEVELOPER shall, at DEVELOPER's expense, obtain all necessary permits and
licenses for the construction and installation of the improvements, give all necessary notices and
pay all fees and taxes required by law.
8. Notice of Breach/Default of DEVELOPER.
a. Default of DEVELOPER shall include, but not be limited to: DEVELOPER's
failure to timely complete construction of the Improvements; DEVELOPER's failure to timely
cure any defect in the Improvements; DEVELOPER's failure to perform substantial construction
work for a period of 20 calendar days after commencement of the work; DEVELOPER's
insolvency, appointment of a receiver, or the filing of any petition in bankruptcy either voluntary
or involuntary which DEVELOPER fails to discharge within 30 days; the commencement of a
foreclosure action against the DEVELOPMENT or a portion thereof, or any conveyance in lieu
or in avoidance of foreclosure; DEVELOPER's failure to keep the Improvement Securities in full
force and effect; or the failure of DEVELOPER or DEVELOPER's contractors, subcontractors,
agents or employees to comply with any other terms and provisions of this Agreement.
b. In the event of any such default, the Director of Engineering or City Council
may serve written notice to DEVELOPER specifying in reasonable detail the nature of the default.
DEVELOPER shall have thirty (30) days from receipt of said notice to cure the default; provided
that, if the default is not reasonably susceptible to being cured within said thirty (30) days,
DEVELOPER shall have a reasonable period of time to cure the default so long as
DEVELOPER commences to cure the default within said thirty (30) days and diligently
prosecutes the cure to completion.
c. If following service of such written notice of default, DEVELOPER fails to
cure or commence curing the default to the satisfaction of CITY within the cure period specified
in Subsection 8(b), the Director of Engineering or the City Council may serve notice of
DEVELOPER's default upon DEVELOPER and DEVELOPER's Surety, or the holder(s) of any other
Improvement Securities, in accordance with the notice provisions set forth in Section 21 of this
Agreement.
d. In the event of service of the notice of default specified in Subsection 8(c),
DEVELOPER's Surety shall have the duty to take over and complete the Improvements and
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work required under this Agreement; provided; however, that if the Surety, within twenty (20)
days after the serving upon it of such notice of default, does not give CITY written notice of its
intention to take over the performance of said Improvements or does not, within ten (10) days after
giving CITY notice of such election, commence to complete the Improvements, CITY maytake over
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the work and prosecute the Improvements to completion, by contract or by any other method CITY
may deem advisable, for the account and at the expense of DEVELOPER, and DEVELOPER's
Surety shall be liable to CITY for any costs or damages occasioned CITY thereby; and, in such
event, CITY, without liability for so doing, may take possession of, and utilize in completing the
Improvements, such materials, appliances, plant and other property belonging to DEVELOPER as
may be on the site of the work and necessary for the completion of same.
e. The CITY reserves to itself all remedies available to it at law or in equity for
DEVELOPER's default under this AGREEMENT. The CITY shall have the right, subject to this
Section, to draw upon or utilize the appropriate Improvement Securities to mitigate CITY's
damages in event of default by DEVELOPER. The right of CITY to draw upon or utilize the
Improvement Securities is additional to and not in lieu of any other remedy available to CITY. It
is specifically recognized that the estimated costs and amounts of Improvement Securities may
not reflect the actual cost of construction or installation of the Improvements, and therefore,
CITY's damages for DEVELOPER's default shall be measured by the actual cost of completing
the required Improvements. The sums provided by the Improvement Securities may be used by
CITY for the completion of the Improvements in accordance with the Plans.
f. Failure of DEVELOPER to comply with the terms of this Agreement shall
constitute consent to the filing by CITY of a notice of violation against all the real property and
buildings in the DEVELOPMENT, or to rescind the approval of CUP 20-018. The remedies
provided by this Subsection (f) are in addition to and not in lieu of any other remedies available
to CITY at law or in equity. DEVELOPER agrees that the choice of remedy or remedies for
DEVELOPER's default or breach shall be in the discretion of CITY.
g. In the event that DEVELOPER fails to perform any obligation hereunder,
DEVELOPER agrees to pay all costs and expenses incurred by CITY in securing performances
of such obligations, including costs of suit and reasonable attorney's fees.
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h. The failure of CITY to take an enforcement action with respect to a default,
or to declare a default or breach, shall not constitute a waiver of that default or breach, or of any
subsequent default or breach of DEVELOPER.
9. Warranty
a. For a period of one (1) year after final acceptance by the City Council of the
work and Improvements, DEVELOPER shall guarantee or warranty the Improvements against
any defective work or labor done or defective materials furnished. If within the warranty period
any work or Improvements or any part of thereof furnished, installed, constructed or caused to
be done, furnished, installed or constructed by DEVELOPER fails to fulfill any of the
requirements of this Agreement or the Plans, DEVELOPER shall without delay and without any
cost to CITY, commence to repair or replace or reconstruct any defective or otherwise
unsatisfactory part or parts of the work or structure within thirty (30) days of receiving written
notice from CITY of the defect and diligently prosecute the repair or replacement work to
completion.
b. Should DEVELOPER fail to act promptly or in accordance with the
repair/replacement requirements set forth herein, DEVELOPER hereby authorizes CITY, at
CITY's option, to perform the repair/replacement work twenty (20) days after mailing written
notice to DEVELOPER and to DEVELOPER's Surety, and DEVELOPER agrees to pay CITY for
the cost of such work.
c. Should the CITY determine that an emergency or a threat to the public
safety and welfare exists from the condition of the Improvements which require repairs,
replacements or remedial measures to be made before DEVELOPER can be notified, CITY
may, in its sole discretion, make the necessary repairs or replacements or perform the
necessary work and DEVELOPER shall pay to CITY the cost of such repairs.
10. DEVELOPER Not Agent of CITY
Neither DEVELOPER nor any of DEVELOPER's agents, employees, or
contractors are or shall be considered to be agents of CITY in connection with the performance
of DEVELOPER's obligations under this Agreement.
11. Injury to Work
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Until such time as the Improvements are accepted by CITY, DEVELOPER shall be
responsible for and bear the risk of loss to any of the Improvements constructed or installed and
shall be responsible for the care, maintenance of and any damage to such Improvements.
Neither the CITY, nor any of its agents, officers or employees shall be liable or responsible for
any accident, loss or damage, regardless of cause, happening or occurring to the work or
Improvements specified in this Agreement prior to the completion and acceptance of the work or
Improvements by the CITY. All such risks shall be the responsibility of and are hereby assumed
by DEVELOPER.
12. Other Agreements
Nothing contained in this Agreement shall preclude CITY from expending monies
pursuant to agreements concurrently or previously executed between the Parties, if any, or from
entering into agreements with other developers or subdividers.
13. DEVELOPER 's Obligation to Warn Public During Construction
Until final acceptance of the Improvements, DEVELOPER shall give good and
adequate warning to the public of each and every dangerous condition existent in said
Improvements, and will take all reasonable actions to protect the public from such dangerous
conditions on or around the work site.
14. Vesting of Ownership
Upon acceptance of the work and Improvements on behalf of the CITY, and after
recordation of the Notice of Completion, ownership of the public improvements constructed on
Date Palm Drive pursuant to this Agreement shall vest in CITY.
15. Final Acceptance of Improvements
Acceptance of the Improvements on behalf of CITY shall be made by the City
Council upon recommendation of the Director of Enginering after final completion and
inspection of all Improvements as described in Section 4 of this Agreement. Such acceptance
shall not constitute a waiver of any defects by CITY.
16. Indemnity/Hold Harmless
a. Neither the CITY, nor its officers, agents and employees, shall be liable or
responsible for any accident, injury, loss, or damage to either property or person attributable to
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or arising out of the construction or installation of the Improvements. DEVELOPER shall
indemnify, hold harmless and defend the CITY, its officers, agents and employees, from and
against any and all losses, claims, costs, expenses, liabilities, damages, actions, causes of
action and judgments, including reasonable attorneys' fees, arising out of or attributable to
DEVELOPER's performance under this Agreement.
b. DEVELOPER's indemnity and hold harmless obligations under this Section
16 are not conditioned or dependent upon whether the CITY, or its officers, agents and
employees, prepared, supplied or reviewed any Improvement Plans or related specifications in
connection with the Improvements, or whether CITY or DEVELOPER has insurance or other
indemnification covering any of these matters.
c. DEVELOPER's indemnify,to obligationhold harmless and defend the CITY
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shall extend to injuries to persons and damages to or alleged taking of property resulting from
the design or construction of Improvements, and shall likewise extend to adjacent property
owners asserting claims based upon the diversion of waters caused by the DEVELOPER's
design or construction of public drainage systems, streets, and other public facilities or
improvements. The CITY's acceptance of the Improvements shall not constitute an assumption
by the CITY of any responsibility or liability for any damage or alleged taking of property
referenced herein. CITY shall not be responsible or liable for the design or construction of the
Improvements constructed or installed pursuant to the Plans, unless the particular Improvement
design was required by the CITY over the written objection of the DEVELOPER, which objection
stated that the Improvement design was potentially dangerous or defective and set forth an
alternative design. After CITY's acceptance of the Improvements, the DEVELOPER shall remain
obligated to correct or eliminate all dangerous conditions created by defects in design or
construction; provided, however, that the DEVELOPER shall not be responsible for routine
maintenance. DEVELOPER's obligations hereunder shall remain in effect for ten (10) years
following acceptance of the Improvements by the CITY Council. DEVELOPER acknowledges
and agrees that DEVELOPER shall be responsible and liable for the design and construction of
the Improvements and other work done pursuant to this Agreement, and CITY shall not be liable
for any acts or omissions in approving, reviewing, checking, correcting or modifying any Plans,
or in inspecting, reviewing or approving any work or construction of Improvements. The
DEVELOPER's Improvement Securities shall not be required to secure the DEVELOPER's
obligations under this Subsection (c) beyond the one-year guarantee and warranty period.
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d. To the extent that this Agreement constitutes a construction contract
pursuant to Civil Code section 2783, DEVELOPER's duty to indemnify, hold harmless an defend
the CITY pursuant to this Section shall not apply to liability arising from the sole or active
negligence or willful misconduct of the CITY.
17. .Sale or Disposition of DEVELOPMENT
Sale or other disposition of the DEVELOPMENT or the parcel on which the
DEVELOPMENT is being constructed will not relieve DEVELOPER from the obligations set forth
in this Agreement. If DEVELOPER sells the DEVELOPMENT, the property or any portion
thereof to any other person or party, the DEVELOPER shall request a novation of this
Agreement and a substitution of Improvement Securities. Upon approval of the novation and
substitution of Improvement Securities by CITY, the DEVELOPER may request a release or
reduction of the Securities required by this Agreement. Nothing in the novation shall relieve the
DEVELOPER of the obligations under any other Section of this Agreement for work or
Improvements performed by DEVELOPER prior to the novation.
18. Time of the Essence
Time is of the essence of this Agreement.
19. Time for Completion of Improvements; Extensions.
a. DEVELOPER shall commence and diligently prosecute to completion
construction of the Improvements required by this Agreement. In the event good cause exists
as recommended by the Director of Engineering and approved by the City Manager, the time
for completion of the improvements as specified in Subsections 1(b) and 1(c) of this
Agreement may be extended, provided the DEVELOPER submits the extension request to
CITY in writing prior to the expiration of the time period specified in said Subsections 1(b) or
1(c). Any such extension granted shall be subject to the limitations set forth in Subsection 19
(c) and shall be made by writing executed by the City Manager in a form as approved by the
City Attorney.
b. Any such extension may granted without notice to DEVELOPER's Surety
and shall not affect the validity of this Agreement or release the Surety or Sureties on any
Improvement Securities given for this Agreement. The City Manager shall be the sole and final
judge as to whether or not good cause has been shown to entitle DEVELOPER to an
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extension. In addition, the time for completion of the Improvements shall be extended for any
delay resulting from an act of CITY, or by an act of God, which DEVELOPER could not have
reasonably foreseen, or by storm or inclement weather which prevents the conducting of work,
or by strikes, boycotts, similar actions by employees or labor organizations, which prevent the
conducting of work, and which were not caused by or contributed to by DEVELOPER; provided
that DEVELOPER provides CITY with written notice of the delaying event within fifteen (15)
days of the commencement of the delay.
c. As a condition of granting an extension of time to complete the
Improvements required by this Agreement, the City Manager may require DEVELOPER to
furnish new or additional Improvement Securities guaranteeing performance of this Agreement
as extended in an increased amount as necessary to compensate for any increase in
construction costs as determined by the Director of Engineering.
20. No Vesting of Rights.
This Agreement shall not be construed to vest DEVELOPER's rights with respect
to any change in any zoning or building law or ordinance.
21. Notice.
All notices required by or provided for under this Agreement shall be in writing and
delivered in person or sent by certified or registered mail, postage prepaid and addressed as
provided in this Section. Notice shall be effective on the date it is delivered in person, or, if
mailed, on the date of deposit in the United States Mail. Notices shall be addressed as follows
unless a written change of address is filed with the City:
Notice to CITY: City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attn: City Manager
Notice to DEVELOPER: AG Cathedral City Owners, LLC.
18301 Von Karman Avenue, Suite 250.
Irvine CA 922612
Attn: Wilbur H. Smith III
Phone: civit. 331 . 132,b
E-Mail: a0"(401 001COAL A).4 pa(+Aar.COM
Page 15 of 19
With a Copy To:
Notice to Surety:
22. Severability.
The provisions of this Agreement are severable. If any portion of this
Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement
shall remain in full force and effect unless amended or modified by the mutual consent of the
Parties.
23. Captions
The captions of this Agreement are for convenience and reference only and
shall not define, explain, modify, limit, exemplify, or aid in the interpretation, construction or
meaning of any provisions of this Agreement.
24. Insurance.
(a) DEVELOPER shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial General Liability
Insurance, with a minimum combined single limit of One Million Dollars ($1,000,000) for each
occurrence and Two Million Dollars ($2,000,000) in the aggregate, against any personal injury,
death, loss or damage resulting from the wrongful or negligent acts of the DEVELOPER or any
contractors or subcontractors in the performance of this Agreement. . Said policy shall include
coverage for manufacturers and contractors, independent contractors, products and completed
operations and personal injury.
(b) DEVELOPER shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial Vehicle Liability
Insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by
DEVELOPER in performing the services required by this Agreement.
Page 16 of 19
(c) DEVELOPER agrees to carry, maintain, and keep, in full force and effect, at
all times during the performance of work under this Agreement workers' compensation
insurance as
required by law, and in case any work is sublet, DEVELOPER shall require any
contractor or subcontractor similarly to provide Worker's Compensation Insurance for all
contractor's or subcontractor's employees, unless such employees are covered by the
protection afforded by DEVELOPER.
(i). In case any class of employees engaged in work under this Agreement at
the work site(s) is not protected under any Worker's Compensation law,
DEVELOPER shall provide and shall cause each contractor or subcontractor to
provide, adequate insurance for the protection of employees not otherwise
protected.
(i). DEVELOPER hereby indemnifies CITY for any damages or claims resulting
from failure of either DEVELOPER or any contractor of subcontractor to take out
or maintain such liability or workers compensation insurance.
(d) The policy or policies required by this Section shall be issued by an insurer
admitted in the State of California and with a rating of at least a B+;VII in the latest edition of
Best's Insurance Guide.
(e) DEVELOPER agrees that if it does not keep the aforesaid insurance in full
force and effect, CITY may immediately terminate this Agreement.
(f) Prior to the commencement of any work under this Agreement, and at all
times thereafter, DEVELOPER shall provide and maintain on file with the CITY Clerk a
certificate or certificates of insurance in a form acceptable to the City Attorney, showing that the
aforesaid policies are in effect in the required amounts. The policies of insurance required by
this Agreement shall contain an endorsement naming CITY as an additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the policies
cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and
specifically stating that the coverage contained in the policies affords insurance pursuant to the
terms and conditions as set forth in this Agreement.
Page 17 of 19
(g) The insurance provided by DEVELOPER shall be primary to any coverage
available to CITY. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved
by CITY prior to the commencement of work under this Agreement. At the option of CITY,
DEVELOPER shall either reduce or eliminate the deductibles or self-insured retentions with
respect to CITY, or DEVELOPER shall procure a bond guaranteeing payment of losses and
expenses.
(i). DEVELOPER shall not commence work under this Agreement until
DEVELOPER shall have obtained all insurance required pursuant to this Section, and such
insurance has been approved by CITY, nor shall DEVELOPER allow any contractor or
subcontractor to commence work on the contract or subcontract until all similar insurance
required of the contractor or subcontractor has been obtained and approved by City.
25. Attorneys' Fees.
In the event any action at law or in equity is brought to enforce the terms of this
Agreement, the prevailing Party shall be entitled to litigation costs and reasonable attorneys'
fees.
26. Incorporation of Recitals.
The Recitals to this Agreement are hereby incorporated into in the terms of this
Agreement.
27. Entire Agreement.
This Agreement constitutes the entire agreement of the Parties and supersedes
any prior written or oral agreements between them with respect to the subject matter hereof. All
modifications, amendments, or waivers of the terms of this Agreement must be in writing and
signed by the appropriate representatives of the Parties.
28. Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of California.
Page 18 of 19
29. Authority of Executing Parties.
The persons executing this Agreement warrant that they are duly authorized to execute
this Agreement on behalf of and bind the Parties each purports to represent.
IN WITNESS WHEREOF, this Agreement is executed by the Parties hereto on the date above
first written.
DEVELOPER: CITY:
AG CATHEDRAL CITY OWNERS, LLC CITY OF CATHEDRAL CITY
a Delaware Limited Liability Company A4v unici•aI Corporation
By: GREENLAW PARTNERS, L.L.C., `;/ri (1ai� 'i! !.Ib
A California Limited Liability Company and Ere; '
Its Manager a •r
By:
Wilbur . h III
Principal
ATTEST:
Tracey R. artinez', CMC _
City Clerk
APPROVED A S F00,
City Attorney
APPRO ED AS TO CONTENT:
gib II
DWor • nginee ing
(Proper Notarization of DEVELOPER's Signature is required and shall be attached)
Page 19 of 19
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
The Land referred to herein below is situated in the City of Cathedral City,County of Riverside,State of
California, and is described as follows:
LOT 8 AND A PORTION OF LOT 7 OF PLUMLEY AND SONS SUBDIVISION,AS SHOWN BY MAP ON FILE
IN BOOK 10 PAGE 94 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 8;
THENCE NORTH 89°48'43"EAST, 629.64 FEET TO THE NORTHEAST CORNER OF SAID LOT 8,ALSO
BEING THE NORTHWEST CORNER OF SAID LOT 7, SAID POINT BEING 20.00 FEET SOUTHERLY OF
THAT CERTAIN ROAD KNOWN AS CONVERSE ROAD;
THENCE NORTH 89°48'43"EAST ALONG THE NORTH LINE OF SAID LOT 7,A DISTANCE OF
66.00 FEET;THENCE SOUTH 00°21'46"WEST,639.90 FEE I TO A POINT ON THE SOUTH
LINE OF SAID LOT 7;
THENCE SOUTH 89°48'22"WEST ALONG THE SAID SOUTH LINE OF LOT 7,A DISTANCE OF 66.00
FEET TO THE SOUTHWEST CORNER OF SAID LOT 7,ALSO BENG THE SOUTHEAST CORNER OF SAID
LOT 8;
THENCE SOUTH 89°48'22"WEST,628.18 FEET TO THE SOUTHWEST CORNER OF SAID LOT 8;
THENCE NORTH 00° 14'10"EAST,639.96 FEET TO THE POINT OF BEGINNING;
EXCEPTING THEREFROM THE WESTERLY 20.00 FEET AND THE NORTHERLY 10.00
FEET THEREOF;ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 8;
THENCE NORTH 89°48'43"EAST,ALONG THE NORTH LINE OF SAID LOT 8,A DISTANCE OF 25.00
FEET;
THENCE SOUTH 00° 14'10"WEST, PARALLEL WITH THE WEST LINE OF SAID LOT 8,A DISTANCE OF
10,00 FEE I TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00° 14' 10"WEST, 19.39 FEET;THENCE NORTH 42°37' 13"EAST,
26.42 FEET TO A POINT ON THE SOUTH LINE OF THE NORTH 10.00 FEET OF SAID LOT 8;
THENCE SOUTH 89°48'43"WEST,ALONG SAID SOUTH LINE,A DISTANCE OF 17.81 FEE t TO THE
TRUE POINT OF BEGINNING.
SAID LEGAL DESCRIPTION IS PURSUANT TO A CERTIFICATE OF COMPLIANCE LOT MERGER LM NO.5-
047 RECORDED NOVEMBER 7, 1986 AS INS I RUMENT NO.283095 OF OFFICIAL RECORDS.
For conveyancing purposes only:APN 673-250-001
The above legal description is from the Grant Deed to the property recorded on March 16, 2021, as
Instrument No. 20210167563, IN Official Records of Riverside County.
DJW8 Cathedral City
PRELIMINARY SUMMARY OF TOTAL PROBABLE CONSTRUCTION COST
Prepared By:Kimley-Hom and Associates,Inc. Date: 27-Jul-21
FOR THE CONSTRUCTION OF:
OFFSITE MODIFICATIONS
ITEM ITEM DESCRIPTION Unit Unit Estimated
No. _ Price Quantity Total
1 Mobilization LS 10% $51,887.00
2 Traffic Control LS 10% $51,887.00
3 Proposed Asphalt Mill and Overlay SF $2.50 41,783 $104,407.50
4 Proposed Asphalt Pavement SF $5.00 _ 9,592 $47,960.00
5 Proposed Landscape SF $4.00 4,913 $19,652.00
6 Proposed Concrete Curb LF $17.00 1,321 $22,457.00
7 Proposed Concrete Sidewalk(4"thick) SF $7.00 6,985 $48,895.00
8 Proposed Concrete Driveway EA ' $7,000.00 4 $28,000.00
9 Proposed Light Pole and Fixture EA $5,000.00 7 $35,000.00
10 Traffic Signal,Poles,and Appurtenances LS $70,000.00 1 $70,000.00
11 Proposed Signage and Striping LS $22,000.00 1 $22,000.00
12 Relocation of Fire Hydrant EA $3,500.00 1 $3,500.00
13 Relocation of Bus Stop Canopy and Associated items EA $8,500.00 1 $8,500.00
14 Remove Existing Driveway,Associated Curb Ramps,Truncated EA $3,000.00 5 $15,000.00
Domes and Base
15 Remove Existing Light Pole and Footings Associated EA $1,800.00 4 $7,200.00
16 Relocate Existing Pull Box EA V $800.00 5 $4,000.00
17 Remove Existing Sign and Post EA $100.00 ' 8 $800.00
18 Relocate Existing Water Valve EA $2,400.00 2 $4,800.00
19 Relocate Existing Backflow Device EA $2,500.00 1 $2,500.00
20 Relocate Existing Electrical Riser EA $10,000.00 1 $10,000.00
21 Remove Existing Curb Ramp,Associated Truncated Domes and Base EA $1,500.00 1 $1,500.00
22 Relocate Existing Water Meter EA $1,800.00 4 $7,200.00
23 Remove Existing PCC Stairs and Base EA $800.00 2 $1,600.00
24 Remove Existing Stair Handrails EA $500.00 1 $500.00
25 Relocate Existing Vault EA $2,000.00 1 $2,000.00
26 Relocate Existing Post Indicator Valves EA $1,800.00 2 $3,600.00
27 Relocate Existing Sewer Cleanout EA $1,500.00- 1 $1,500.00
28 Adjust Existing Utility Structure to Proposed Grade _ EA $450.00 21 $9,450.00
29 Remove Existing Fence/Gate and Associated Footings LF $3.00 127 $381.00
30 Remove Existing Parkway Drain and Base Course Encountered SF $25.00 95 $2,375.00
31 Remove/Disposal of Existing Tree and Associated Roots EA $750.00 12 $9,000.00
32 Remove Existing Landscape SF $2.00 12,548 $25,092.00
33 Remove Concrete Sidewalk and Base SF $3.00 4,647 $13,941.00
34 Remove Existing Curb LF $5.00 1,392 $6,960.00
Subtotal $622,643.50
Contingency 10% 862,264.35
DJW8-Cathedral City Project Total $684,908
PROJECT TOTAL-ROUNDED: $ 685,000
EXHIBIT "B"
r
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 Cali ornia
County of URCApoed, )
On �QIY`r\}.rtA__ ,1_01_1 before me, a 1 1/YNAC1f1 A imu,A
(insert name an0 jItle of the officer) U
personally appeared IJih, , ,S9'mLith , 1 t
who proved to me on the basis of satisfactory evidence to be the erson whose� - a, -
subscribed to the within instrument and acknowled.ed to me tha he €/ T.utbey executed the same in
e�f/their authorized a acit 'es), and that by isl. -r/tbeit signatures)on the instrument the
erso , or the entity upon behalf of which thei.erso •: 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. , SHANNON YOUNG
Notary Public.California z
Orange County
-tW43 4;
Commission#2273375
My Comm.Expires Jan 24,2023
Signature OpAI(res (Seal)
BOND NO. 1_I C X l l 91 6 It
INITIAL
-
INITIAL PREMIUM: $64- eat
SUBJECT TO RENEWAL
CITY OF CATHEDRAL CITY
FAITHFUL PERFORMANCE BOND FOR
IMPROVEMENT AGREEMENT FOR CONDITIONAL USE PERMIT NO. 20-018
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS the City of Cathedral City,California("City")and AG Cathedral City Owners,
LLC, ("Principal"), have executed an agreement for work consisting of, but not limited to, the
furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads,
paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities,
traffic controls, landscaping, street lights, and all other required facilities for the improvement of
portions of Date Palm Drive and Converse Road, at 35750-35800 Date Palm Drive, Cathedral
City, in conjunction with Conditional Use Permit No. 20-018 ("Improvements"); and
WHEREAS,the Improvements to be performed by Principal are more particularly set forth
in that certain Improvement Agreement dated SeirfraSal 2021 ("Improvement Agreement");
WHEREAS,the Improvement Agreement is hereby referred to and incorporated herein by
reference; and
WHEREAS, Principal is required by the Improvement Agreement to provide a good and
sufficient bond for performance of the Improvement Agreement, and to guarantee and warranty
the Improvements constructed thereunder.
NOW, THEREFORE, Principal and (4.X0a INslotRa did ("Surety"),
a corporation organized and existing under the laws of the State of 'routs , and duly
authorized to transact surety business under the laws of the State of California,are held and firmly
bound unto City in the sum of Six Hundred Eighty Five Thousand Dollars ($ 685,000.00), said
sum being not less than one hundred percent (100%) of the total cost of the Improvements as set
forth in the Improvement Agreement, we bind ourselves, our heirs, executors and administrators,
successors and assigns,jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION is such, that if Principal, his or its heirs,
executors, administrators, successors or assigns, shall in all things stand to and abide by, and well
and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in
the Improvement Agreement and any alteration thereof made as therein provided, to be kept and
performed at the time and in the manner therein specified and in all respects according to their
intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents,
as stipulated in the Improvement Agreement, then this obligation shall become null and void;
otherwise it shall be and remain in full force and effect.
As part of the obligation secured hereby, and in addition to the face amount specified
therefor, there shall be included costs and reasonable expenses and fees, including reasonable
attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs
and included in any judgment rendered.
Surety, for value received, hereby stipulates and agrees that no change, extension of time,
alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and
specifications related thereto, or to the Improvements to be constructed thereunder, shall in any
way affect its obligations on this bond, and it does hereby waive notice of any such change,
extension of time, alteration, or addition.
IN WITNESS WHEREOF,the seal and signature of the Principal is hereto affixed,and the
corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized
Attorney-in-Fact at 00744 COWRY / c�,this 14 day of SEPri x 16t. , 2021.
PRINCIPAL: SURETY:
AG CATHEDRAL CITY OWNERS, LLC
A Delaware Limited Liability Company
By: Greenlaw Partners, LLC
A California Limited Liability Company
Its Manager
By:
By: Attorney-In-Fact
Wilbur H. Smith I
Principal
--Signed in Counterpart---
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 ak,(`iaynL._ )
Ona) Th YO — ,2021 before me, � n , - Dk L
?WA
(insert name anti title Of the officer
personally appeared "W&ITU &frAlth ► 111
who proved to me on the basis of satisfactdry`evidence to be the person whose ame awe
subscribed to the within instrument and acknowled•ed to me thafig,- -/may executed the same in
his,lyef/tjaetr authorized aclt S`), and that b his • - fir si naturtslon the instrument the
• •r , or the entity upon behalf of which th- •- •• 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.
f SHANNON YOUNG
WITNESS my hand and official seal. _ Notary Public•California
Orange County
'`t Commission#2273375
My Comm.Expires Jan 24. 2023
Signatures 0./yvrt nn o(gym/ (Seal)
f
BOND NO. LICX1191464
INITIAL PREMIUM: $9,864.00/Year
Renews yearly until fully released
SUBJECT TO RENEWAL
CITY OF CATHEDRAL CITY
FAITHFUL PERFORMANCE BOND FOR
IMPROVEMENT AGREEMENT FOR CONDITIONAL USE PERMIT NO. 20-018
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS the City of Cathedral City,California("City")and AG Cathedral City Owners,
LLC, ("Principal"), have executed an agreement for work consisting of, but not limited to, the
furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads,
paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities,
traffic controls, landscaping, street lights, and all other required facilities for the improvement of
portions of Date Palm Drive and Converse Road, at 35750-35800 Date Palm Drive, Cathedral
City, in conjunction with Conditional Use Permit No. 20-018 ("Improvements"); and
WHEREAS,the Improvements to be performed by Principal are more particularly set forth
in that certain Improvement Agreement dated ,2021 ("Improvement Agreement");
WHEREAS,the Improvement Agreement is hereby referred to and incorporated herein by
reference; and
WHEREAS, Principal is required by the Improvement Agreement to provide a good and
sufficient bond for performance of the Improvement Agreement, and to guarantee and warranty
the Improvements constructed thereunder.
NOW, THEREFORE, Principal and Lexon Insurance Company ("Surety"), a corporation
organized and existing under the laws of the State of Texas,and duly authorized to transact surety
business under the laws of the State of California, are held and firmly bound unto City in the sum
of Six Hundred Eighty Five Thousand Dollars ($ 685,000.00), said sum being not less than one
hundred percent (100%) of the total cost of the Improvements as set forth in the Improvement
Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns,
jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION is such, that if Principal, his or its heirs,
executors, administrators, successors or assigns, shall in all things stand to and abide by, and well
and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in
the Improvement Agreement and any alteration thereof made as therein provided, to be kept and
performed at the time and in the manner therein specified and in all respects according to their
intent and meaning, and to indemnify and save harmless City, its officers, employees, and agents,
as stipulated in the Improvement Agreement, then this obligation shall become null and void;
otherwise it shall be and remain in full force and effect.
As part of the obligation secured hereby, and in addition to the face amount specified
therefor, there shall be included costs and reasonable expenses and fees, including reasonable
attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs
and included in any judgment rendered.
Surety, for value received, hereby stipulates and agrees that no change, extension of time,
alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and
specifications related thereto, or to the Improvements to be constructed thereunder, shall in any
way affect its obligations on this bond, and it does hereby waive notice of any such change,
extension of time, alteration, or addition.
IN WITNESS WHEREOF,the seal and signature of the Principal is hereto affixed,and the
corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized
Attorney-in-Fact at Orange County, CA,this 23`d day of September, 2021.
PRINCIPAL: SURETY:
AG CATHEDRAL CITY OWNERS, LLC Lexon Insurance Company
A Delaware Limited Liability Company
12222 Merit Drive., Suite 950
By: Greenlee Partners, LLC
A California Limited Liability Company Dallas, TX 75251
Its Manager
By: SEP 2 3 2021
By: Ed and N. Hackett,Attorney-In-Fact
Wilbur H. Smith III
Principal
--Signed in Counterpart---
.
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verified only the identity of the individual who signed
State of California the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
County of Orange
tali
SEP 2 3 2021 before me, C. Maestas,Notary Public
•
I l fere insert reale ural tick of the officer)
personally appeared Edward N. Hackett
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 he"sIte they executed the same in his-ibeisilleir- authorized
capacity(iesi,and that by hisinnrrttteirsignaturetsj on the instrument the person{ ,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.
�i urr
t> "F C.MAESTAS
" bJw
to z COMM.COMM.#2295096 13
WITNESS my hand and official seal. _ , � NOTARYPUBLIC•CAUFORNIA
ORANGE COUNTY
JULY 14,2023�
(•+
(Notary Scall
+ .._ ....•••••MIL
•
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING THIS FORM
hn at'dnuu'lralgnnnr erm/../ehnt rn Clthirnnt ,unit rvnu,dn verbiage exactly as
I)F:SCRIPIION of t i IE ATTACIIED DOCUMENT appears above in the notary section or n.separate ancknoly/&tp ern from must be
properly rumptcted and attached to that doeume•tt. The only exception is it.t
Performance Bond No.LICX1191464 document is In be recorded iras/de uJ('ali/in'uia hr soil,iuv,an e•s.any alternative
aeknmv/cdgmettt verbiage as aril be printed on such it document so long OA the
ITU de or description of attached ckeumcnu
verbiage does nu!require the notirr in du cnmething that is illegal/br i moenl
('ani/in•nia li r.eertiii•lug the a,ahiri-ed catun'in•o/'the signer) plea:-ober/ the
frith:or description of attached document continued)
a/o,umeter cdu e/n h'Jilt proper er notarial wording cm/attach aceb this it required.
SEP 2 3 2011 • State and County 1111(a'lllalld111 Intro he the State and County» d here the document
Number of Pages Document Dat signets)personally ap(xatcsl beI ice the notary public for acknimhxlencent
• Date of mum nation must be the date that the siutxrts)nominally appeared ssInch
must also be the same date the aekusss ledgment is complete).
\Winona!information) • The notary public must print his or her name as it appears within his or her
commission fallosscd by a ContuLt and then your Mk mow).public).
• Print the names)of document signer(s)who personally appear at the time of
MAW vat
kua.
( :\PAC'ITY CLAIMED BY TILE SIGNER • indicate the correct singular or plural forms by crossing off incorrect forms(i.e.
1-1IIe shorberi is rem I or circling the cearcet liams.Failure to correctly indicate this
Individual(s) information may lead to rejection of document recording.
ii Corporate Officer • 1 he notary seal impression must be clear and photographically reproducible.
Impresoon must not cos er text or lines. If seal impression smudges,re-seal if a
(Inlet sufficient arca permits.of ecu ise complete a different acklarir ledglnent)hal a.
Partner(s) • Signature of the notary public must match the signature on tile with the office of
the county clerk.
Attorney-in-Fact ca Additional information is nut required but could help to ensure this
I Trustee(s) acknoss kdgment is not misused or attached to a different document.
CI Other rt Indicate title or type of attached dcument.number of pages and date.
rat Indicate the capacity claimed by the signer.If the claimed capacity is a
corporate ollicer,indicate the tide(i.e.CEO.(TO.Secretary).•
Securely attach this document to the signed document
2005\onion e \ s I, I it o7 sou)-573-954; 1% ,%%.NotaryClasses.vom
•
POWER OF ATTORNEY
11406
Lexon Insurance Company
KNOW ALL MEN BY THESE PRESENTS,that LEXON INSURANCE COMPANY, a Texas Corporation,with its statutory home office in
Austin, Texas, does hereby constitute and appoint: Edward N. Hackett its true and lawful Attorney(s)-In-Fact to make, execute, seal and
deliver for, and on its behalf as surety, any and all bonds, undertakings or other writings obligatory in nature of a bond.
This authority is made under and by the authority of a resolution which was passed by the Board of Directors of LEXON INSURANCE
COMPANY on the 1st day of July, 2003 as follows:
Resolved,that the President of the Company is hereby authorized to appoint and empower any representative of the Company or other
person or persons as Attorney-In-Fact to execute on behalf of the Company any bonds, undertakings, policies, contracts of indemnity or other
writings obligatory in nature of a bond not to exceed $100,000,000.00, One Hundred Million Dollars, which the Company might execute
through its duly elected officers, and affix the seal of the Company thereto. Any said execution of such documents by an Attorney-In-Fact shall
be as binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company. Any
Attorney-In-Fact, so appointed, may be removed for good cause and the authority so granted may be revoked as specified in the Power of
Attorney.
Resolved, that the signature of the President and the seal of the Company may be affixed by facsimile on any power of attorney
granted, and the signature of the Assistant Secretary, and the seal of the Company may be affixed by facsimile to any certificate of any such
power and any such power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such
power so executed and sealed and certificate so executed and sealed shall, with respect to any bond of undertaking to which it is attached,
continue to be valid and binding on the Company.
IN WITNESS THEREOF, LEXON INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate
Seal to be affixed this 22nd day of June, 2018.
LEXON INSURANCE COMPANY
as'o'r+T
S
SEAL * BY
I •= Brian Beggs
.ss •
`' President
ACKNOWLEDGEMENT
On this 22nd day of June, 2018, before me, personally came Brian Beggs to me known,who be duly sworn, did depose and say that he
is the President of LEXON INSURANCE COMPANY,the corporation described in and which executed the above instrument;that he executed
said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation.
AMY TAYLOR
.nnc Notary Public-State of Tennessee BY
� = Davidson County Amy ylOr
My Commission Expires 5-9-2023
Nota Public
CERTIFICATE
I, the undersigned, Assistant Secretary of LEXON INSURANCE COMPANY, A Texas Insurance Company, DO HEREBY CERTIFY
that the original Power of Attorney of which the forgoing is a true and correct copy, is in full force and effect and has not been revoked and the
resolutions as set forth are now in force.
Signed and Seal at Mount Juliet, Tennessee this 23rd Day of September 2021
•
- ° + % --
-{ SEAL <% BY
/ ;% Andrew Smith
; `N'• Assistant Secretary
:e0,
"WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, files and application for insurance of
claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto,
commits a fraudulent insurance act,which is a crime and subjects such person to criminal and civil penalties."
STATE OF CALIFORNIA
DEPARTMENT OF INSURANCE NQ 08554
SAN FRANCISCO
Certificate of Authority
THIS IS TO CERTIFY THAT,Pursuant to the Insurance Code of the State of California,
Lexon Insurance Company
of Texas , organized under the
laws of Texas ,subject to its Articles of Incorporation or
other fundamental organizational documents,is hereby authorized to transact within the State,subject to l
all provisions of this Certificate, the following classes of insurance:
Surety
as such classes are now or may hereafter be defined in the Insurance Laws of the State of California.
THIS CERTIFICATE is expressly conditioned upon the holder hereof now and hereafter being in'
full compliance with all,and not in violation of any,of the applicable laws and lawful requirements made
under authority of the laws of the State of California as long as such laws or requirements are in effect
and applicable,and as such laws and requirements now are, or may hereafter be changed or amended.
IN WITNESS WHEREOF,effective as of the 2nd
day of June 2008 I have hereunto
set my hand and caused my official seal to be affixed this
2nd day of June 2008
-
� Steve Poizner
Insurance Commissioner
41F -
B I -
S,.—n J. Stapp
,..,//kr Jim Ric and
son zowst
ief Deputy
P Y
NOTICE:
Qualification with the Secretary of State must be accomplished as required by the California Corporations Code promptly
after issuance of this Certificate of Authority.Failure to do so will be a violation of Insurance Code Section 701 and will be
grounds for revoking this Certificate of Authority pursuant to the convenants made in the application therefor and the
conditions contained herein.
FORM CB-3
OSP OOE 39391
BOND NO. LIG X ((914-64-
INITIAL PREMIUM: (/1(,1U4Q(an ctlogy For
SUBJECT TO RENEWAL Com'Qa ,
CITY OF CATHEDRAL CITY
LABOR AND MATERIAL BOND FOR
IMPROVEMENT AGREEMENT FOR CONDITIONAL USE PERMIT NO.20-018
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS the City of Cathedral City,California("City")and AG Cathedral City Owners,
LLC, ("Principal"), have executed an agreement for work consisting of, but not limited to, the
furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads,
paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities,
traffic controls, landscaping, street lights, and all other required facilities for the improvement of
portions of Date Palm Drive and Converse Road, at 35750-35800 Date Palm Drive, Cathedral
City, in conjunction with Conditional Use Permit No. 20-018 ("Improvements"); and
WHEREAS,the Improvements to be performed by Principal are more particularly set forth
in that certain Improvement Agreement dated Sifff t2;2021 ("Improvement Agreement");
WHEREAS,the Improvement Agreement is hereby referred to and incorporated herein by
reference; and
WHEREAS, Principal is required to furnish a bond in connection with the Improvement
Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials,
provisions, or other supplies, or terms used in, upon, for, or about the performance of the
Improvements, or for any work or labor done thereon of any kind, or for amounts due under the
provisions of Title 1 (commencing with section 8000) through Title 3 (commencing with section
9000)of Part 6 of Division 4 of the California Civil Code,with respect to such work or labor,that
the Surety on this bond will pay the same together with a reasonable attorney's fee in case suit is
brought on the bond.
NOW, THEREFORE, Principal and l.E.4o14 IPKuttL. C. N0100.y("Surety"), a
corporation organized and existing under the laws of the State of '1 , and duly
authorized to transact business under the laws of the State of California,are held and firmly bound
unto City and to any and all material men,persons,companies or corporations furnishing materials,
provisions, and other supplies used in, upon, for or about the performance of the Improvements,
and all persons, companies or corporations renting or hiring teams, or implements or machinery,
for or contributing to the Improvements to be done,and all persons performing work or labor upon
the same and all persons supplying both work and materials as aforesaid excepting the Principal,
the sum of Three Hundred Forty Two Thousand Five Hundred Dollars ($ 342,500.00), said sum
being not less than 50%of the total cost of the Improvements under the terms of the Improvement
Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns
jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal, his or its
subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any
materials, provisions, or other supplies or machinery used in, upon, for or about the performance
of the Improvements, or for work or labor thereon of any kind, or fail to pay any of the persons
named in California Civil Code Section 9100,or amounts due under the Unemployment Insurance
Code with respect to work or labor performed by any such claimant, or for any amounts required
to be deducted, withheld, and paid over to the Employment Development Department from the
wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the
Unemployment Insurance Code with respect to such work and labor, and all other applicable laws
of the State of California and rules and regulations of its agencies, then said Surety will pay the
same in or to an amount not exceeding the sum specified herein.
As part of the obligation secured hereby, and in addition to the face amount specified
therefor, there shall be included costs and reasonable expenses and fees, including reasonable
attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs
and included in any judgment rendered.
It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any
and all persons, companies, and corporations entitled to file claims under Title 1 (commencing
with section 8000) through Title 3 (commencing with section 9000) of Part 6 of Division 4 of the
California Civil Code, so as to give a right of action to them or their assigns in any suit brought
upon this bond.
Surety, for value received,hereby stipulates and agrees that no change, extension of time,
alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and
specifications related thereto, or to the Improvements to be constructed thereunder, shall in any
way affect its obligations on this bond, and it does hereby waive notice of any such change,
extension of time, alteration, or addition.
IN WITNESS WHEREOF, the seal and signature of the Principal is hereto affixed, and the
corporate seal and the name of the Surety is hereto affi ed and attested by its duly authorized
Attorney-in-Fact at &O4ty totrti7
, ,this 2.3 day of Sher 4 , 2021.
PRINCIPAL: SURETY:
AG CATHEDRAL CITY OWNERS, LLC
A Delaware Limited Liability Company
By: Greenlaw Partners, LLC
A California Limited Liability Company
Its Manager
By:
By: Attorney-in-Fact
Wilbur H. Smith II
Principal
--Signed in Counterpart---
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 Ot'Uarood„ )
On LI)9 .(Y31, 11).'7 Dj ► before me, d6wyktInQ1��7�1C-
(insert name' nd tittb of the offs er)
personally appeared W LUJUIL • Sy-Ma-hi i 1 l l
who proved to me on the basis of satisfactory evidence to be the •erson : whose name i e
subscribed to the within instrument and acknowle••ed to me t. he 1 they executed the same in
authorized(capacity(ies), and that b isi - • si•nature(s 'on the instrument the
(person i , or the entity upon behalf of which thec ersonjs.)-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.
SHANNON YOUNG
WITNESS my hand and official seal. Notary Public-California
Orange County
_ �- issian#2273375
Comm
My Comm.Expires Jan 24.2023
Signature `a ryt jn i u (Seal)
BOND NO. LICX1191464
INITIAL PREMIUM: Included in charge for Performance Bond
Renews yearly until fully released
SUBJECT TO RENEWAL
CITY OF CATHEDRAL CITY
LABOR AND MATERIAL BOND FOR
IMPROVEMENT AGREEMENT FOR CONDITIONAL USE PERMIT NO. 20-018
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS the City of Cathedral City,California("City")and AG Cathedral City Owners,
LLC, ("Principal"), have executed an agreement for work consisting of, but not limited to, the
furnishing all labor, materials, tools, equipment, services, and incidentals for all grading, roads,
paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities,
traffic controls, landscaping, street lights, and all other required facilities for the improvement of
portions of Date Palm Drive and Converse Road, at 35750-35800 Date Palm Drive, Cathedral
City, in conjunction with Conditional Use Permit No. 20-018 ("Improvements"); and
WHEREAS,the Improvements to be performed by Principal are more particularly set forth
in that certain Improvement Agreement dated ,2021 ("Improvement Agreement");
WHEREAS,the Improvement Agreement is hereby referred to and incorporated herein by
reference; and
WHEREAS, Principal is required to furnish a bond in connection with the Improvement
Agreement providing that if Principal or any of its subcontractors shall fail to pay for any materials,
provisions, or other supplies, or terms used in, upon, for, or about the performance of the
Improvements, or for any work or labor done thereon of any kind, or for amounts due under the A
provisions of Title 1 (commencing with section 8000) through Title 3 (commencing with section
9000)of Part 6 of Division 4 of the California Civil Code,with respect to such work or labor,that
the Surety on this bond will pay the same together with a reasonable attorney's fee in case suit is
brought on the bond.
NOW, THEREFORE, Principal and Lexon Insurance Company ("Surety"), a corporation
organized and existing under the laws of the State of Texas and duly authorized to transact business
under the laws of the State of California, are held and firmly bound unto City and to any and all
material men, persons, companies or corporations furnishing materials, provisions, and other
supplies used in, upon, for or about the performance of the Improvements, and all persons,
companies or corporations renting or hiring teams,or implements or machinery,for or contributing
to the Improvements to be done, and all persons performing work or labor upon the same and all
persons supplying both work and materials as aforesaid excepting the Principal,the sum of Three
Hundred Forty Two Thousand Five Hundred Dollars($ 342,500.00), said sum being not less than
50% of the total cost of the Improvements under the terms of the Improvement Agreement, we
bind ourselves, our heirs, executors and administrators, successors and assigns jointly and
severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal, his or its
subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any
materials, provisions, or other supplies or machinery used in, upon, for or about the performance
of the Improvements, or for work or labor thereon of any kind, or fail to pay any of the persons
named in California Civil Code Section 9100,or amounts due under the Unemployment Insurance
Code with respect to work or labor performed by any such claimant, or for any amounts required
to be deducted, withheld, and paid over to the Employment Development Department from the
wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the
Unemployment Insurance Code with respect to such work and labor,and all other applicable laws
of the State of California and rules and regulations of its agencies, then said Surety will pay the
same in or to an amount not exceeding the sum specified herein.
As part of the obligation secured hereby, and in addition to the face amount specified
therefor, there shall be included costs and reasonable expenses and fees, including reasonable
attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs
and included in any judgment rendered.
It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any
and all persons, companies, and corporations entitled to file claims under Title 1 (commencing
with section 8000) through Title 3 (commencing with section 9000) of Part 6 of Division 4 of the
California Civil Code, so as to give a right of action to them or their assigns in any suit brought
upon this bond.
Surety, for value received, hereby stipulates and agrees that no change, extension of time,
alteration, or addition to the terms of the Improvement Agreement, or to any plans, profiles, and
specifications related thereto, or to the Improvements to be constructed thereunder, shall in any
way affect its obligations on this bond, and it does hereby waive notice of any such change,
extension of time, alteration, or addition.
IN WITNESS WHEREOF, the seal and signature of the Principal is hereto affixed, and the
corporate seal and the name of the Surety is hereto affixed and attested by its duly authorized
Attorney-in-Fact at Orange County,CA, this 23`d day of September, 2021.
PRINCIPAL: SURETY:
AG CATHEDRAL CITY OWNERS, LLC Lexon Insurance Company
A Delaware Limited Liability Company
12222 Merit Drive., Suite 950
By: Greenlee Partners, LLC
A California Limited Liability Company Dallas, TX 75251
Its Manager
By: SEP 2 3 2021
By: Edward N. Hackett,Attorney-In-Fact
Wilbur H. Smith III
Principal
--Signed in Counterpart---
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verified only the identity of the individual who signed
State of California the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
County of Orange
0„ SEP 2 3 2021 _ before me,_ C. Maestas,Notary Public
IIlcre inscn n;tmr mkt Iitle orthc utlicerl
personally appeared Edward N. Hackett
who proved to me on the basis of satisfactory evidence to be the petsotl(g) whose nameTs) is'`dre subscribed to the
within instrument and acknowledged to me that heilltehltey executed the same in his,ihe 4theii- authorized
capacity(iea-),and that by his'fherrtfreirsignaturefsj on the instrument the persons,or the entity upon behalf of which
the person(acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State ofCalifomia that the foregoing paragraph is true
and correct.
y�t.OF,Ne C.MAESTAS
n
a m COMM.#2295096
WITNESS my hand and official seal. r'' o NOTARY PUBLIC-CALIFORNIA A
e ORANGE COUNTY K;.
c4 ' MY CQMM.EXP.JULY24, 3 .,
c . . PItllI.
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING TI IIS FORM
.Int rnAnuu'lcdguunt completed hi C'al ,nda rum,rvanuirr rierhiuge emetic ac
1)1 S(1tIP1'ION 01: IIIED DOCUMENT appears alum,in the notary.section or a separate in:Amndethuttetu finm mum he
property completed and attached ro ,Gen document. The Dolt rrn7ni,nh ie if u
Labor&Material Bond No.LICX1 191464 daimon A to he recorded mashie q/California.' /n vuc•h insrrurces.any alternative
,n•Anarrlemli;mern verbiage as rout he printed an such a document so long us the
it tile or description,'I attached document 1
i e,hinge doers nut require the notmu c to do annrtt/ug that it illegal Jnr,r rn,m) ur
Califoro6r lir.es'riih'ing the raalrrrriced rapacity al the signer/ Plume t hedA the
1'1'nle or description of attached eft,cuucnt continued)
d,cnrnrnr catch,lr lin-primer r notarial warding and attach this them if required
6EP 2 3 20� • State and County information must he the State and County n here the document
Number of Pages Document Da si nars)p nxkwllytr appeared Mitre the notary tihlw for INkion k l )end
• Date of notarization must be the date that the siwcrist personally appcurrd which
must also be the sane date the aeknon ledgment is completed.
(*.eklitunt.l intimu.uiunt • The notary public must print his or her name as it appears within his or her
commission follower!by a conima and then your title 1 town public).
• Print the name(sI of document signers)a hi)personally appear at the time of
ii tanzattun
CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing otT Incorrect forms(i.e.
o individual(s) ha.`slic.tther. is ion:1 or curling the collect Mums.Failure hi correctly indicate this
Information may lead to rejection of document recording.
El Corporate Officer • The notary seal impression must he clear and photographically reproducible.
Impression must not comer text or Innes. If seal impression smudges,re-seal ifa
(Inlet sufficient area permits.oherse ase complete a d,iktent acktk+w Icdgm ens form).
Partner(s) • Signature of the notary public must match the signature on tile nith the office of
the county clerk.
04 Attorney-in-Fact CA Additional information is out required but could help to ensure this
I Trustee(s) acknowkdgnem is not misused or attached to a diilcrent document
o Other rat Indicate title or type of attached document.number of pages and date.
rat Indicate the capacity eL•tinted by the signer.lithe claimed capacity is a
corporate officer.indicate the title t i.e.CEO.('EO.Secretary).•
Securely attach this document to the signed document
2005 Version CAPA v12.10.07%00-%73-9863 www.NotaryClasses.com
POWER OF ATTORNEY
11406
Lexon Insurance Company
KNOW ALL MEN BY THESE PRESENTS, that LEXON INSURANCE COMPANY, a Texas Corporation,with its statutory home office in
Austin, Texas, does hereby constitute and appoint: Edward N. Hackett its true and lawful Attorney(s)-In-Fact to make, execute, seal and
deliver for, and on its behalf as surety, any and all bonds, undertakings or other writings obligatory in nature of a bond.
This authority is made under and by the authority of a resolution which was passed by the Board of Directors of LEXON INSURANCE
COMPANY on the 1st day of July, 2003 as follows:
Resolved,that the President of the Company is hereby authorized to appoint and empower any representative of the Company or other
person or persons as Attorney-In-Fact to execute on behalf of the Company any bonds, undertakings, policies, contracts of indemnity or other
writings obligatory in nature of a bond not to exceed $100,000,000.00, One Hundred Million Dollars, which the Company might execute
through its duly elected officers, and affix the seal of the Company thereto. Any said execution of such documents by an Attorney-In-Fact shall
be as binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company. Any
Attorney-In-Fact, so appointed, may be removed for good cause and the authority so granted may be revoked as specified in the Power of
Attorney.
Resolved, that the signature of the President and the seal of the Company may be affixed by facsimile on any power of attorney
granted, and the signature of the Assistant Secretary, and the seal of the Company may be affixed by facsimile to any certificate of any such
power and any such power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such
power so executed and sealed and certificate so executed and sealed shall, with respect to any bond of undertaking to which it is attached,
continue to be valid and binding on the Company.
IN WITNESS THEREOF, LEXON INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate
Seal to be affixed this 22nd day of June, 2018.
LEXON INSURANCE COMPANY
for '11,4
* SEAL * BY
° ,,..•�r% Brian Beggs
%.7 .'t: President
ACKNOWLEDGEMENT
On this 22nd day of June, 2018, before me, personally came Brian Beggs to me known,who be duly sworn, did depose and say that he
is the President of LEXON INSURANCE COMPANY,the corporation described in and which executed the above instrument;that he executed
said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation.
TA L I`:%/ ayby
�•ry'!•..,!?o,�''.� AMY TAYLOR .
.oma Notary Public-State of Tennessee BY
• arm Davidson County Amy teylor
My Commission Expires 5-9-2023
,+ Nota Public
4+oHcAf`°`
CERTIFICATE
I, the undersigned, Assistant Secretary of LEXON INSURANCE COMPANY, A Texas Insurance Company, DO HEREBY CERTIFY
that the original Power of Attorney of which the forgoing is a true and correct copy, is in full force and effect and has not been revoked and the
resolutions as set forth are now in force.
Signed and Seal
atMount Juliet, Tennessee this 23rd Day of September 2021
itCr e
* 1.SEAL *BY Andrew Smith
�� .,••'�� Assistant Secretary
e« 16--
"WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, files and application for insurance of
claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto,
commits a fraudulent insurance act,which is a crime and subjects such person to criminal and civil penalties."
STATE OF CALIFORNIA
DEPARTMENT OF INSURANCE N9 0 8 5 5 4
sAN FRANCISCO
Certificate of Authority
THIS IS TO CERTIFY THAT,Pursuant to the Insurance Code of the State of California,
Lexon Insurance Company
of Texas , organized under the
laws of Texas ,subject to its Articles of Incorporation orf
other fundamental organizational documents,is hereby authorized to transact within the State,subject to
all provisions of this Certificate, the following classes of insurance:
Surety
as such classes are now or may hereafter be defined in the Insurance Laws of the State of California.
THIS CERTIFICATE is expressly conditioned upon the holder hereof now and hereafter being in i
full compliance with all,and not in violation of any,of the applicable laws and lawful requirements made
under authority of the laws of the State of California as long as such laws or requirements are in effect!
and applicable,and as such laws and requirements now are, or may hereafter be changed or amended.
IN WITNESS WHEREOF,effective as of the 2nd
day of June 2008 ,I have hereunto
set my hand and caused my official seal to be affixed this
.4.14411914-4414.
. ':
2ndd yof June 2008
s _
"' Steve Poizner
Insurance Commissioner i
-s-
By
•�, �' S lin J. Stapp;
f9x Jim Ric ardson Drimst
�ttief Deputy
NOTICE: ,/
Qualification with the Secretary of State must be accomplished as required by the California Corporations Code promptly
after issuance of this Certificate of Authority.Failure to do so will be a violation of Insurance Code Section 701 and will be
grounds for revoking this Certificate of Authority pursuant to the convenants made in the application therefor and the
conditions contained herein.
FORM CB-3 Ea OSP 00;89381