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Shea La Quinta/Settlement Agree 07ORIGINAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE SHEA LA QUINTA, LLC, a California limited liability company and Shea Homes, Inc., a Delaware corporation (collectively "Shea"), on the one hand, and the CITY OF LA QUINTA and CITY COUNCIL OF THE CITY OF LA QUINTA (collectively, "City," in the singular), on the other hand, hereby enter into this Settlement Agreement and Mutual Release ("Settlement Agreement"), effective as of December 18, 2007. The following definitions shall apply to this Agreement: A. "Shea La Quinta, LLC and Shea Homes, Inc." The term "Shea" as used hereinafter, shall collectively mean and refer to Shea La Quints, LLC, a California limited liability company, and Shea Homes, Inc., a Delaware corporation, and shall also include, without limitation, Shea's employees, successors, assigns, officers, directors, partners, trustees, members, agents and attorneys. B. "City." The term "City" as used hereinafter, shall mean and refer to the City of La Quinta, the City Council of the City of La Quinta, and shall also include, without limitation, its employees, councilmembers, mayors, planning commissioners, assigns, and attorneys. C. "Parties." The term "Parties" as used hereinafter, shall mean City and Shea, collectively. D. "Parry." The term "Party" as used hereinafter, shall mean an individual and inclusive reference to each of City and Shea. RECITALS A. On July 31, 2001, the County of Riverside approved Tentative Map No. 30023 for the active adult community known as Trilogy La Quinta (the "Trilogy Project'). The Trilogy Project is now in the boundaries of the City of La Quinta and consists of approximately 1,200 dwelling units, recreational trails, bike paths, and a golf course. Phase Six of the Trilogy Project consists of 200 dwelling units ("Phase 6"). Page l 759522A B. Shea has requested approval by the City of a Final Subdivision Map for the lots in Phase 6 of the Trilogy Project, a copy of which is attached as Exhibit 1. Following Shea's application, a dispute has arisen between Shea and the City over the interpretation of certain Conditions of Approval for the Trilogy Project related to improvements to Avenue 62 adjacent to the southern boundary of Phase 6, Shea's satisfaction of those Conditions of Approval, and the City's obligation to process and agendize Shea's Phase 6 Final Subdivision Map for approval by the City Council. C. On October 29, 2007, Shea filed a Verified Petition for Writ of Mandamus and Complaint ("Petition') in the Superior Court of Riverside County, California, against the City (Case No. RIC484197), alleging, among other things, that: (i) the City's refusal to put Shea's final map associated with Phase 6 of the Trilogy Project on the City Council's agenda for consideration was unlawful; (ii) the City purportedly violated the Subdivision Map Act; (iii) the City purportedly violated Shea's Civil Rights under 42 U.S.C. section 1983; and (iv) the City's actions constituted inverse condemnation of part of the Trilogy Project and violated Shea's constitutional rights, resulting in unspecified damages (the "Action'). The City has not yet filed its responsive pleading but disputes all of Shea's claims. D. City and Shea wish to avoid the inevitable costs, risks and hazards associated with the Action, and the Parties have voluntarily agreed to conclude and settle all claims associated therewith in a final and binding manner pursuant to the terms and conditions of this Settlement Agreement. AGREEMENT Pursuant to the above -stated Recitals, and in consideration of the promises, mutual understandings and obligations hereinafter set forth, it is agreed as follows: 1. SETTLEMENT AND MUTUAL RELEASE OF CLAIMS A. Obligations of the City: To place consideration of Shea's Final Subdivision Map for Phase 6 on the consent calendar for the City Council Meeting on December 18, 2007, and/or at a Special Session of the City Council prior to January 1, 2008, and allow Shea to record Page 2 759322.4 the Final Subdivision Map for Phase 6, including the Option Adjustment (defined below), at such time as Shea has satisfied the contingencies imposed by the City upon the recordation of the Final Map for Phase 6, as specified in Section I.B(5)(i) below; 2. City Staff shall not recommend any additional Avenue 62 improvement obligations in connection with the Hoffman 9-acre parcel that Shea is currently seeking to acquire, unless Shea or any other applicant seeking entitlements for that 9-acre parcel proposes direct access to Avenue 62; 3. (i) To promptly issue street addresses for all homes in Phase 6 as necessary for Shea to submit building permit applications prior to December 31, 2007, and (ii) promptly process Shea's building plans for those applications, submitted prior to December 31, 2007, under the California Building Code requirements as adopted by the City in effect as of December 4, 2007. 4. To reasonably cooperate with Shea to effectuate the County of Riverside's ("County') exoneration of the bonds that Shea posted for Avenue 62 improvements, totaling approximately $900,000, including, but not limited to, delivery of a letter to the County requesting exoneration of the bonds within 30-days after City Council approval of this Settlement Agreement. S. If there is no resolution of the dispute between Meyer and Shea such that Shea can obtain construction easements necessary to build any of the off -site improvements by December 18, 2008, then, upon Shea's request, City shall allow, as part of the Phase 6 Final Map approval discussed herein, the repositioning of perimeter walls and other improvements onto Shea Property as approximately shown on Exhibit 2 ("Option Adjustment'), such that it will not be necessary to grade or otherwise disturb adjacent properties not owned by the City or Shea. 6. Prior to issuance of the 150`" building permit, to reasonably cooperate with Shea to finalize and administratively approve the dimensions of the maintenance yard access and the access easement in favor of the property owned by the Richard J. Meyer Trust, dated November 8, 2005, and the Richard J. Meyer Charitable Trust, dated June 20, 2005, discussed in Sections I.B(3) and I.B(4) of this Settlement Agreement. Page 3 759322.4 B. Obligations of Shea: 1. For use in connection with the City's construction of Avenue 62 improvements, either: (i) pay $2,050,000 in one-third increments, each to be made (a) prior to the issuance of the first building permit, (b) prior to the issuance of the 70th building permit, and (c) prior to the issuance of the 150th building permit; or (ii) Tender a letter of credit to the City, in the amount of $2,050,000, issued by a financial institution reasonably approved by the City. The terms of such letter of credit shall allow the City to unilaterally draw upon that letter of credit at any time following Shea's recordation of the Final Map for Phase 6, subject to the following schedule: the City shall draw on the letter of credit in one-third increments, each to be made (a) prior to issuance of the first building permit, (b) prior to issuance of the 70'h building permit, and (c) prior to the issuance of the 150th building permit; 2. To assume all costs for relocating its onsite maintenance yard access as may be necessary for the City's construction of the Avenue 62 improvements. Shea shall complete any such relocation prior to issuance of the 150`h building permit for Phase 6; 3. To cooperate with the City in effectuating the City's Avenue 62 improvement plans as may be revised by the City in the City's General Plan to narrow the Avenue 62 buildout width as depicted on Exhibit 3 hereto, by providing temporary construction easements and permanent maintenance easements in favor of the City satisfactory to the City's Public Works Director over the maintenance yard access road, and maintenance yard and other areas along the north side of Avenue 62 necessary for the City to construct and to maintain the Avenue 62 improvements, including fill slopes, in the approximate location and dimensions shown on either Exhibit 4 hereto if Avenue 62 is to be improved to two lanes, or Exhibit 5 hereto if Avenue 62 is to be improved to four lanes, whichever Avenue 62 width is included in the City's General Plan at the time Shea relocates its onsite maintenance yard access; 4. To provide an access easement in favor of the Property owned by the Richard J. Meyer Trust, Dated November 8, 2005, and the Richard J. Meyer Charitable Trust, Dated June 20, 2005, in the approximate location and dimensions shown on Exhibit 6 hereto; Page 4 759322.4 5. Prior to, or within 90 days after approval of the Final Subdivision Map for Phase 6, including the Option Adjustment, Shea shall (i) enter into the Subdivision Improvement Agreement with the City attached as Exhibit 7 hereto and post bonds for on -site improvements; and (ii) finalize the drainage easement dimensions on the Option Adjustment. The Final Subdivision Map for Phase 6 shall not be recorded until the requirements of Section I.B.5(i) have been satisfied. C. The Parties hereby release one another from any and all challenges, claims, demands, causes of actions, actions or proceedings, damages, losses, costs, expenses, compensation and all other liability of any kind or nature whatsoever whether direct or indirect, known or unknown, suspected or claimed, fixed or contingent, liquidated or unliquidated, that any Party has against any other Party arising out of, or related to, the matters set forth in the Action, save and except the obligations set forth in this Agreement. After consultation with their respective legal counsel, each Party to this Agreement voluntarily waives and relinquishes all rights and benefits under California Civil Code section 1542, or under any other similar statute, rule or principle of law of any other jurisdiction, with respect to the matters set forth in the Action. Section 1542 of the California Civil Code states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." II. REPRESENTATIONS AND WARRANTIES Each Party hereby represents and warrants as follows: A. Each Party has received independent legal advice of counsel of their own choice concerning, among other things, the advisability of entering into this Agreement. B. Except for the statements expressly set forth in this Agreement, no Party has relied upon any statement, representation or promise, or the omission of any statement, representation or promise, of any other Party in entering into this Agreement. Page 5 7593224 C. Each Party has made such investigation of the facts pertaining to this Agreement as such Party deems necessary or desirable. D. Upon entering into this Agreement, each Party assumes the risk of mistakes, and if any Party should subsequently discover that its understanding of the facts or law was incorrect, such Party shall not be entitled to set aside this Agreement or any portion of it by reason thereof, or be entitled to recover any damages or obtain any other relief, or be entitled to any offset or recoupment by reason thereof. This Agreement is intended to be final and binding by and among the Parties regardless of any mistakes of fact or law, and any claims based upon any such mistakes shall not be actionable. E. Each Party, on its own behalf, has the full right and authority to execute this Agreement. Where applicable, all corporate, organizational or other action necessary to authorize such execution has been taken and completed. The signatory of each Party to this Agreement has the full right and authority to commit and bind each respective Party to the fullest extent of the law. III. SURVIVAL OF REPRESENTATIONS AND WARRANTIES All representations and warranties contained in this Agreement shall survive its execution and the execution of any other documents required to be executed and delivered in accordance with this Agreement. IV. No ADmISS►ON OF LIABILITY This Agreement is entered into by the Parties solely for the purpose of compromising and settling the matters in dispute. This Agreement, and the actions undertaken and statements made in connection with this Agreement, do not constitute, nor shall it be construed to be, an admission of liability or wrongdoing, directly or by implication, of the truth or validity or scope of any claims or assertions made by any Party. Page G 7593224 V. BINDING EFFECT This Agreement shall be binding upon and shall inure to the benefit of the successors, assigns, heirs, beneficiaries, affiliates, representatives, and transferees of the Parties. VI. OBLIGATION TO ACT IN GOOD FAITH The Parties expressly agree that if anyone challenges this Agreement or any further action by the Parties under this Agreement, the Parties will cooperate in good faith to defend the Agreement and protect the Parties' rights under this Agreement. VII. AMENDMENTS The Parties expressly understand and agree that this Agreement may not be altered, amended, modified or otherwise changed in any respect except by a writing executed by all Parties. VIII, FULL INTEGRATION This Agreement constitutes the final written expression and the complete and exclusive statement of all the agreements, conditions, promises, representations, warranties and covenants among the Parties with respect to the Action, and supersedes all prior or contemporaneous agreements, negotiations, representations, understandings and discussions between or among the Parties regarding settlement of the Action. The Parties agree, declare and confirm that upon execution this Agreement shall be valid, enforceable and binding between and among the Parties to the fullest extent permitted by law. IX. DRAFTING Each Party acknowledges that: (i) each Party is of equal bargaining strength with the other Party; (ii) each Party has actively participated in, or had the opportunity to actively participate in, the drafting, preparation and negotiation of the Agreement; (iii) each Party has been represented by independent legal counsel of its own choice throughout the negotiations which preceded execution of this Agreement; (iv) each Page 7 759322.4 Party's independent counsel has reviewed the Agreement; and (v) any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any portion of it or any amendments to it. This Agreement shall be construed fairly as to all Parties and not in favor of or against any Party. The Parties hereby waive California Civil Code section 1654 which states in part that "the language of a contract should be interpreted against the party who caused the uncertainty to exist." X. GOVERNING LAW AND CHOICE OF FORUM This Agreement shall be subject to, enforced in accordance with, and construed and governed by, the internal laws of the State of California, the conflict of law rules of any jurisdiction to the contrary notwithstanding. Any action arising out of or related in any way to the terms of this Agreement shall be filed in the Riverside County Superior Court, in the Desert Branch, located in Indio. XI. HEADINGS The headings of this Agreement are for reference purposes only and shall not affect in any way the meanings or interpretations of this Agreement. XII. COSTS AND ATTORNEYS' FEES The Parties agree that each Party shall bear its own attorneys' fees and costs incurred in connection with the Action, including the negotiating and drafting of this Agreement. However, in the event legal action arises by reason of any controversy claimed in a dispute relating to this Agreement, its interpretation, or the failure of any Party to perform its obligations hereunder, the prevailing party in such action shall be entitled, in addition to damages, injunctive relief or any other relief, to (i) costs and expenses not limited to taxable costs, and (ii) its reasonable attorneys' fees. Page 8 759722A XIII. NOTICES In the event a Party wishes, or is required, to provide notice related to this Agreement, it shall be given as follows: To Shea: J. F. Shea Co., Inc. 655 Brea Canyon Road Walnut, CA 91789 Attention: Max B. Johnson, Vice President and General Counsel Telephone: (909) 594-0903 Facsimile: (909) 869-0849 With a copy to: Jackson DeMaroo Tidus Petersen & Peckenpaugh 2030 Main Street, Suite 1200 Irvine, CA 92614 Attention: Michael L. Tidus, Esq. Telephone: (949) 752-8585 Facsimile: (949) 752-0597 To City: City of La Quints P.O. Box 1504 La Quinta, CA 92247 Attn: City Clerk With a copy to: Stowell, Zeilenga, Ruth, Vaughn &TTeiger LLP 2815 Townsgate Road #330 Westlake Village, CA 91361 Attention: Richard S. Zeilenga, Esq. Telephone: (805) 446-1496 Facsimile: (805) 446-1490 Page 9 7591224 mom XIV. INDEMNIFICATION Shea hereby agrees to defend and indemnify the City and its employees, agents, attorneys, and Council members from and against any and all claims, demands, attorneys' fees and expenses arising from any challenge to the City's performance of its obligations under this Agreement, including but not limited to the City's approval of the Final Map for Phase 6, including the Option Adjustment and any implementing permits or approvals with respect to the Phase 6 Final Map, and/or the City's approval and compliance with this Agreement. The City shall have the right to select legal counsel of its choice to defend the City against any claims subject to this Section XIV Indemnification clause. Shea does not waive any rights related to any conflicts of interest. City shall not settle or otherwise resolve any claims subject to this Indemnification clause without Shea's prior written approval, which approval shall not be unreasonably withheld. XV. COUNTERPARTS This Agreement may be executed in counterparts, and signatures transmitted by facsimile or e-mail shall be valid and binding and considered original signatures for all purposes. The executed counterparts, when taken together, shall be deemed to constitute one agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates set forth below. SHEA LA QUINTA, LLC By: Shea Homes, Inc. Its: Sole Mana r DATED: December /, 2007 Byy -,,--Perry Devlin Its: Assistant Secretary Page IO 759322A DATED: December 2007 By: Its: Assistant Secretary SHEA HOMES, INC. Dated: December L, 2007 By: 9 I _ C. Mor&dey Its: Executive Vice President CITY OF LA QUINTA DATED: '20V Tom Genovese La Quints City Manager CITY COUNCIL OF THE CITY OF LA QUINTA DATED: Daeen'Ker& 200� By�/� zzlld�� Tom Genovese, La Quints. City Manager (as authorized to sign on behalf of the La Quinta City Council) CITY CLERK DATED: D(L/�� 8 eri? 20(# Page 11 759322.4 DATED: Decembers. 2007 Its: Assistant Seeretmy SHEA HOMES, INC. Dated: December L, 2007 CITY OF LA QUINTA DATED: December 2007 Tom Genovese La Quirda CityManager CITY COUNCIL OF THE CITY OF LA QUINTA DAIED: December,2007 By-._. _ Tom Genovese, La Qufnta City Manager (as authorized to sign on behalf of the La Qtdnta City Council) ATTEST: CITY CLERK DAIED: December 2007 By:_ City Clerk page 11 7591224 DATED: December _, 2007 By: SHEA HOMES, INC. Dated: December L, 2007 CITY OF LA QUINTA DATED: December—, 2007 Ulrich Sauerbrey Its: Assistant Secretary By: hn C. Mon ey Its: Executive Vice President Tom Genovese La Quinta City Manager CITY COUNCIL OF THE CITY OF LA QUINTA DATED: December , 2007 CITY CLERK DATED: December , 2007 B� Tom Genovese, La Quinta City Manager (as authorized to sign on behalf of the La Quinta City Council) ATTEST: Page 11 City Clerk 7593224 REVIEWED AND APPROVED AS TO FORM: Attorneys for SHEA DATED: December 1y2007 Attorneys for CITY DATED: DecemberZ2007 JACKSON, DeMARCO, PETERSEN, TIDUS & PECKENPAUGH By. Michael L. Tidus STOWELL, ZEILENGA, RUTH, VAUG^HN REI R LP / By: � Richara 71lenga/// Page 12 759322A EXHIBIT 1 Proposed Phase 6 Final Map No. 30023 759322.4 A A 1 �_ � ,,�®®®a��o►ate. vo�'��, � DWilllllIN lll��l��i��i i 1 T.T 111� 1 �1�1�111�i�� 1 1 1 11�1111 p.�■■.��.!'9�3_��^��,.��e.��..��,��,��„��a�a'3 ,,• ,^^,^^,^�^�� , ^• � ■■■ �■• u� uuuuiiiii ui u� u� u� uo tp s � S�bW� N O 7 M n I 9 y.._Lg a�,mou ¢-CZ6aaC ON 9 I I ®C d®" I I I 06 p I I I I + Pir I liYl 1 �b,N1Y N I I r k I� a? m� ny owl gg b AI'04 +.IIPI40N . I ertfl I 'P 11C4 (I}Y14 _YVYdI I x 10'1 g ACIY �� •'0 I 08 00 M — I -<i I g It 61 b___ _- oId I I I I ,III I L J30 MR I I II 1 1 1 1 ,5I m� ma Itmd mN / m0 / J / m eLamle we o n / >ti m S s � t b / s Z L 1 r b — — —VIA V�4 / 1 \ ro Imuu n+w0 OD L06-LBleas *01M &.99009 'OW 4MM '911 L44 101 i �� ni tHa.. lli IN lih Ifinh �rrEErYYErYYEr11i�YY�Y��YYYYSYYY.YYYY�IIY�Y I 1111 11 1111 � M1 UNINN:E N, Mm � b A,. G /I n I GBE7@E:7 ME I� '..']j �S tq aaye`{ w r V 41P1 Ara, i �alYl amWbVB � ---r---------- N III 1 I a� ! RO I .PNIFY, I � •Na � �� y I _A1� I a �i . g I _ I I gg '• N5 X I I � Q I kkrr / aSg � /.5 NX i j I� cy i a 4p / f �.i� -� I CO Cal ?� A _ •I WR CO y 67 b NN NOON o m N a C EXHIBIT "A" INGRESS -EGRESS EASEMENT PARCEL "A": IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA; THOSE PORTIONS OF LOTS 31 AND 32 OF TRACT MAP NO. 30023-6, AS SHOWN BY MAP ON FILE IN BOOK , AT PAGES THROUGH , INCLUSIVE, OF MAPS, RIVERSIDE COUNTY RECORDS, ALSO BEING IN THE SOUTHWEST QUARTER OF SECTION 34, TOWNSHIP 6 SOUTH, RANGE 7 EAST, S.B.M., DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 32; THENCE ALONG THE WESTERLY LINES OF SAID LOTS 32 AND 31, NORTH 00012'19" WEST A DISTANCE OF 115.45 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 8,130.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 74011'12" EAST; THENCE LEAVING SAID WESTERLY LINES AND SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 00044'05", AN ARC DISTANCE OF 104.25 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 20.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 74055'17" EAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 75007'41", AN ARC DISTANCE OF 26.22 FEET TO THE SOUTHERLY LINE OF SAID LOT 32; THENCE ALONG SAID SOUTHERLY LINE AND NON -TANGENT TO LAST MENTIONED CURVE, SOUTH 89047'36" WEST A DISTANCE OF 46.74 FEET TO THE POINT OF BEGINNING. SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF -WAY OF RECORD. CONTAINING 1,872 SQUARE FEET OR 0.043 ACRES, MORE OR LESS. Exp. 3131f08 �rF of cn��°Q� PAGE 1 OF 1 12/13/2007 E PAR. "A" SW COR. LOT 32 EXHIBIT "B" INGRESS —EGRESS EASEMENT 30 I / � 10' DRAINAGE EASEMENT PER TR. MAP N0. 30023-6 / I �rL3'6 JASMINE COURT 31 1130 OR 32 3 >s PARCEL °A° 33 N 1,872 SQ. FT. 0.043 AC. 17" L04 �Q o 'TH. 77n�nlQpyy��yyHID�. ��7300{002 3-� CURVE DATA NO. DELTA I RADIUS I LENGTH TANGENT C1 1 00'44'05" 8130.00' 104.25' 52.13' C2 1 75-07'41 "1 20.DO' 26.22' 15.38' LINE DATA NO. BEARING I LENGTH L1 IS 89-47.36" W 46.74' 1 " = 40' o. 7964 p. 03/31/08 S-, F OF spy 51 IVMSA CONSULTING, INC. PUNNme ■ Orm ENODi EEO ■ LMD SURVEY �o 34200 HoD Hors Dmve c RmcHo MIRAGE n CA 92270 TELEPHONE (760) 320-98U m FAx (760) 323-7893 J.N. 1538 12/13/07 SHEET 1 of 1 EXHIBIT 2 Option Adjustment 759322.4 NC�d Z IL a M NI Z I :� I O WCc, Z 0 �!! 0J Z co i J U U1 Q Z }ta N Z < I 1 � LL OD Opp w wv L,�\ , J W U Z a 0 IL � � Z a aO� v / i0 \\ 0 cc W LU SW EXHIBIT 3 Avenue 62 Improvement Plan Concept 759322A EXHIBIT 4 Construction and Maintenance Easements if Avenue 62 is Two Lanes 759322.4 i- I III �� •9 @$E aw u > I t, a 3E waa o- � Iz <• i i � 1 It ai e O I i O tl s I+ e t a g e f« s[Y � e C I e I I k Ey V I l ! i $ EXHIBIT 5 Construction and Maintenance Easements if Avenue 62 is Four Lanes 759322.4 EXHIBIT 6 Access to Meyer Property 759322.4 ws�Q I I• I �� - Cl p It e � I I(I I I � I �� I1 I F 2$ 9 F! I I vl $! i I� $ oil yy A+ 4 AC'I .� '-4 -aBB- I ��so'a � M f,-.al�t t.',• `— w i. /��is�`i ,�, ,$g, EXHIBIT 7 Subdivision Improvement Agreement 759322.4 BOND NO.: SU5024405 PREMIUM: $60,497.00 FAITHFUL PERFORMANCE BOND SUBDIVISION KNOW ALL MEN BY THESE PRESENTS, That we, Shea La Quinta, LLC, as Principal, and Arch Insurance Company, as Surety, are held and firmly bound unto the City of La Quinta as Obligee, in the sum of Four Million Eight Hundred Thirty Nine Thousand Seven Hundred Eighty NO/100 Dollars ($4,839,780.00), lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves jointly and severally, firmly by these presents. THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH, That, Whereas, said Principal has entered into a Subdivision Agreement with said Obligee, dated , in which said Principal agrees to construct improvements in Subdivision known as follows: Tract Map No. 30023-6 On -Site Improvements and, as a condition of approving said Subdivision, the Principal is required to give a bond to guarantee completion of said improvements. NOW, THEREFORE, if the said Principal shall well and truly do and perform all the covenants and obligations of said agreement on its part to be done and performed at the time and in the manner specified therein, then this obligation shall be null and void; otherwise, it shall be and remain in full force and effect and, in addition, Surety agrees to pay reasonable attorneys' fees in the event that it becomes necessary to bring an action to enforce this bond. Signed and sealed on December 14, 2007 SHEA LA QUINTA, LLC a California limited liability company By: Shea Homes, Inc., a Delaware corporation Its: Sole Member , By: Its: Assistant Arch Insurance Company By: .K. Nakamura, Attorney -in -Fact CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT St af_at �. aY, �.. at Lam. -..,c�Y.. State of California County ofI ss. On 112J.1 t) before me,_TG't10E L.\.�V6L oate Name and Tote of Oxber (e.g ,'Jane Doe, Notary P10 101 personally appeared Name(s) of Spner(s) luJ personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) istare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their JOYCE L VmORIO signature(s) on the instrument the person(s), or the Commlasbn# 1499926 entityupon behalf of which the person(s) acted, -o Notary Public - California � Po P ( ) QKRiverside county executed the instrument. Nh/ Comm. Expires Jul 11. 2008 WITNESS my hand and official seal. Rlaze Noary Seal AtIme Slgm1we ot Notary R,ax OPTIONAL Though the information below is not required by law, it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(tes) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: I Signer's Name: ❑ Individual ❑ Corporate Officer —Title(s): ❑ Partner —❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: .. �.,.ytir �.�.,✓«:.<�:�:�'-✓rntr.'eshe�.�✓.'v;``-.r�o:�;`e%%.� 'yE�r'✓'. ✓�,>,�,:�. n✓'es: x�n-y;'✓".� rr CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Los Angeles On December 14, 2007 before me, Noemi Quiroz, Notary Public DATE NAME, TITLE OF OFFICER - E.G., "JANE DOE, NOTARY PUBLIC" Personally appeared C.K. Nakamura NAME(S) OF SIGNER(S) ® personally known to me - OR - NOEMI GUIROz COMMI1181011 4F 1748362 Notary Public " California Los Angeles County Came kn2- 2011 ❑ proved to me on the basis of satisfactory evidence the person(s) whose name(s) is/afe subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/herkheiF authorized capacity(ies), and that by-Ais/her/th& signature(&) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. hand and official seal. OPTIONAL I Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. POSITION CLAIMED BY SIGNER ❑INDIVIDUAL ❑CORPORATE OFFICER TITLE(S) ❑ PARTNER(S)❑ LIMITED ❑ GENERAL ® ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY (IES) Arch Insurance Company DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF December 14, 2007 DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers, this 29th day of December , 20 04 Attested and Certified cow n uu ,m Joseph S. LgWI, Corporate Secretary STATE OF CONNECTICUT SS COUNTY OF FAIRFIELD SS Arch Insurance Company Thomas P. Luckstone, Vice President I Melissa B. Gilligan, a Notary Public, do hereby oartify that Thomas P. Luckstone and Joseph S. Labell personally known to me to be the same persons whose names are respectively as Vice President and Corporate Secretary of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of Missouri, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being theraunto duly authorized signed, sealed with the corporate seal and delivered the said Instrument as the free and voluntary act of sold corporation and as their own free and voluntary acts for the uses and purposes therein set forth. Ilk d rtf sasOOM NiIl �lkz ��a of 0orsreo Mel Gilligan, Notary Public p My commission expires 2-20-05 CERTIFICATION 1, Joseph S. Labell, Corporate Secretary of the Arch Insurance Company, do hereby certify that the attached Power of Attomey dated December 29.2004 on behalf of the person(s) as Asted above Is a true and correct copy and that the same has been In full force and effect since the date thereof and Is in full force and effect on the date of this certiffcate; and 1 do further certify that the said Thomas P. Luckstone, who executed the Power of Attorney as Vice President, was on the date of execution of the attached Power of Attorney the duly elected Vice President of the Arch Insurance Company. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this day of DEC 14 2007 .20_. _10.% - Joseph S.4.pSelI. Corporate Secretary This Power of Attorney limits the ads of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except In the manner and to the extent herein stated. Home Office: Kansas City, MO OOML0013 00 03 03 Page 2 of 2 Printed in U.S.A. ORIGINAL CITY or LA QUINTA SUBDIVISION IMPROVEMENT AGREEMENT TRACT MAP NO.30023-6 ON -SITE IMPROVEMENTS THIS SUBDIVISION IMPROVEMENT AGREEMENT (the "Agreement") is made and entered into this day of 20 by and between Shea La Quinta, LLC a California Limited Liability Company hereinafter referred to as "Subdivider," and the City of La Quinta, a municipal corporation of the State of California, hereinafter referred to as "City" RECITALS: A. Subdivider has prepared and filed a final map or Tract map (the "Map") of a unit of land in the City of La Quints, County of Riverside, which unit of land is known as Tract No. 30023-6 (the 'Tract") pursuant to the provisions of Section 66410, at sec. of the California Government Code (the "Subdivision Map Act"). B. Prior to approval of the Map, Subdivider is required to install or agree to install certain public and private improvements (the "Improvements"). C. The Improvements have not been installed and accepted at this time. D. It is therefore necessary that Subdivider and City enter into an agreement for the installation of the Improvements as provided in Section 66462 of the Subdivision Map Act. NOW, THEREFORE, it is agreed by and between the parties hereto as follows: 1. Improvement Plans. Prior to submittal of the Map for approval by the City Council, Subdivider shall furnish original improvement plans meeting the requirements of the City Engineer. 2. Improvements. Subdivider shall construct the public and private street, drainage, utility, landscaping, and other improvements required to be constructed or agreed to be constructed under this Agreement as listed in Exhibit "A", and shall bear the full cost thereof. The methods, standards, specifications, sequence, and scheduling of construction shall be as approved by the City Engineer. 3. Improvement Security. A. One class of security to be provided by Subdivider, hereinafter referred to as "performance security," shall assure the faithful performance of this Agreement including construction of the Improvements, payment of Subdivider's fair share of Improvements which have been or will be constructed by others ("Participatory Improvements"), and payment of plan check and permit fees. A second class of security to be provided by Subdivider, hereinafter referred to as "payment security," shall assure the payment of the cost of labor, equipment and materials supplied to construct the Improvements. A third class of security to be provided by Subdivider, hereinafter referred to as "warranty security," shall serve as a guarantee and warranty of the Improvements for a period of one year following the completion and acceptance of the Improvements. Subdivider shall furnish performance and payment security prior to and as a condition of City Council approval of the Map. Subdivider shall provide warranty security after Improvements are complete and accepted by the City Council and prior to or concurrently with the final release of performance security. Warranty security shall not be required for Monumentation or Participatory Improvements. However, the City may utilize Monumentation Security for performance of or payment for the work in accordance with the Subdivision Map Act. As part of the obligation secured by each of the performance security, payment security and warranty security, and in addition to the face amount of each such security, each such security shall include and assure the payment of costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing the obligations thereby secured. 1&7 B. Improvement security shall conform with Section 66499 of the California Government Code and one or more of the following: 1) A cash deposit with City or a responsible escrow agent or trust company, at City's option 2) Surety bonds, of the form specified in subsection 66499.2 of the California Government Code, issued by a surety or sureties listed in the U.S. Department of Treasury Circular 570 (latest version). 3) Certificates of deposit, in City's name, from one or more financial institutions subject to regulation by the state or federal government and having a financial quality rating of "A" or better and a commitment reliability rating of "R-2" or better on the Investment Data Exchange (of the Los Angeles County Treasurer's office). 4) Irrevocable letters of credit, issued by one or more financial institutions meeting the requirements of Paragraph (3), pledging that the funds necessary to carry out the completion of the Improvements are on deposit, guaranteed for payment, and constitute a trust fund which is not subject to levy or attachment by any creditor of the depositor until released by City. Letters of credit shall guarantee that all or any portion of the funds available pursuant to the letters of credit will be paid upon the written demand of City and that such written demand need not present documentation of any type as a condition of payment, including proof of loss. The duration of any such letter of credit shall be for a period of not less than one year from the execution of the agreement with which it is provided and shall state, on its face, that the letter of credit will be automatically renewed until such time that City authorizes its expiration or until sixty (60) days after City receives notice from the financial institution of intent to allow expiration of the letter of credit. 5) A lien upon the subdivided property, if City finds that it would not be in the public interest to require the installation of the Improvements sooner than two (2) years after recordation of the final map or Tract map for which the Improvements are required. The lien shall provide a collateral value of three (3) times the estimated cost of the Improvements and shall include the power of sale of the real property, all buildings and improvements thereon, or that may be erected upon or made thereto, together with all hereditaments and appurtenances thereunto belonging, or in any wise appertaining, and the reservations, remainders, rents, issues, and profits thereof. The collateral value of the property shall be established at Subdivider's expense through an appraisal approved by City. 6) An instrument of credit from an agency of the state, federal or local government, when any agency of the state, federal, or local government provides at least Twenty Percent (20%) of the financing for the Improvements. 7) When Subdivider is a non-profit organization, security may be negotiable bonds, of the kind approved for securing deposits of public moneys with City or in favor of City, as specified in Section 16430 of the California Government Code, deposited, at City's option, with City or a responsible escrow agent or trust company. C. All securities shall be furnished in accordance with the provisions of Exhibit A. The amount of the performance security shall equal One Hundred Percent (100%) of the estimated cost of constructing the Improvements, including payment of plan check and permit fees, as estimated by the City Engineer or a duly authorized representative of the City Engineer. The amount of Payment security shall equal the amount of the amount of performance security, except as otherwise set forth in Exhibit A, and shall be furnished as a separate security. Warranty security shall equal Ten Percent (10%) of the amount of performance security except as otherwise set forth in Exhibit A. D. At the time of submittal of security, Subdivider shall pay to City administrative fees applicable to the form of security provided. Administrative fees shall apply to the subdivision (final map, Tract map or waiver of Tract map) rather than to individual security instruments. The fees shall be paid separately for each different form and/or source (surety or financial institution) of security initially submitted and for substitution of securities but shall not be required for submittal of warranty ORIGINAL 207 security if the warranty security is of the same form and from the same source as the performance security it replaces. Administrative fees for security shall be as follows: 1) For certificates of deposit, bonds and letters of credit as described in Paragraphs 2), 3) and 4) of SECTION 3.B., which require the establishment of evidence of the reliability of the surety or financial institution, the administrative fee shall be One Hundred Fifty Dollars ($150.00). 2) For liens on real property as described in Paragraph 5) of SECTION 3.8., for which City will prepare lien agreements and subordination agreements, administer valuation of the real property and administer the agreements over the life of the lien, all of which require legal assistance and financial advice, Subdivider shall pay to City an administration fee of One Half of One Percent (0.5%) of the estimated cost of the improvements secured but not less than Five Hundred Dollars ($500.00) nor more than Five Thousand Dollars ($5,000.00). 3) For other forms of security listed in Section 3 B, above, there will be no administrative fee. E. Participatory Improvements, K any, are identified in Exhibit A. Security for Participatory Improvements shall remain in place until the Participatory Improvements are constructed and actual costs are known and paid by Subdivider, or until Subdivider pays to City the estimated cost of the Participatory Improvements, and shall guarantee the reimbursement by Subdivider of Subdivider's share of the cost of the Participatory Improvements. Payment security and warranty security shall not be required for Participatory Improvements. Upon written demand from City, Subdivider shall deposit cash with City in lieu of or in replacement of security guaranteeing Participatory Improvements. If Subdivider fails to deposit said cash within 30 days of the date of the written demand from City, City may present a written demand to Subdivider's Surety for payment of said cash and Subdivider's Surety shall pay to City the lesser of: 1) the amount demanded, or 2) the amount of the security. F. Security shall not expire, be reduced or become wholly or partially invalid for any reason, including non-payment of premiums, modifications of this Agreement and/or expiration of the time for performance stated in this Agreement, without express authorization from City unless the surety provides City with sixty (60) days written notice by registered or certified mail, return receipt requested. G. Security shall be released in the following manner: 1) Performance security shall be released upon the final completion and acceptance or approval, by the City Council of the Improvements subject to the provisions of paragraph B. 2) The City Engineer may authorize partial reduction of performance security as work progresses, upon application by Subdivider. However, no such reduction shall be for an amount less than Ten Percent (10%) of the total performance security provided for the faithful performance of the act or work. In no event shall security be reduced below that required to guarantee the completion of the act or work or obligation secured, plus Ten Percent (10%). The City Engineer shall not allow more than two partial reductions of security furnished for any improvement agreement. 3) Participatory Improvement security shall be released upon payment by Subdivider of Subdivider's share of the cost or estimated cost of the Participatory Improvements. 4) If City receives no notice of recorded claims of lien, labor and materials security shall be released in full 90 days after final acceptance and/or approval by the City Council, of the Improvements. If City receives notice of any recorded lien, the provisions of the Subdivision Map Act shall apply. 5) Warranty security not utilized during the warranty period shall be released one year after final acceptance or approval by the City Council of all Improvements. However, if at the end of the one-year warranty period, there are one or more outstanding requests by City for performance of work or provision of materials under the terms of the warranty, warranty ORIGINAL 3o7 security shall be retained until the outstanding requests are satisfied or until Subdivider has made other arrangements satisfactory to the City Engineer. 4. Permits Required. Prior to commencing any phase of work, Subdivider shall obtain all permits required for that phase of work and pay all required fees. Work performed under a permit or permits shall comply with all provisions of the required permits. 5. Off -site Improvements. When the construction of one or more of the Improvements requires or necessitates the acquisition of real property not owned by Subdivider or City, Subdivider shall use its best efforts purchase such real property at a reasonable price. In the event that Subdivider is unsuccessful, despite its best efforts, to acquire such real property at a reasonable price, Subdivider may request in writing that City attempt to acquire such real property. City may, but is not required to, agree to attempt to acquire such real property on behalf of Subdivider. If City so agrees, City and Subdivider shall enter a separate written agreement in a form acceptable to the City Attorney. Said separate agreement shall provide that Subdivider advance to City One Hundred Fifty Percent (150%) of the appraised fair market value of the real property. Any unexpended portion of said advance shall be refunded to Subdivider. Any additional funds required for acquisition of the real property shall be paid by Subdivider to City upon the conveyance of said real property to Subdivider. In no event shall the failure of Subdivider or City to acquire such real property excuse, waive, or otherwise terminate Subdivider's obligation to construct the applicable improvement pursuant to this Agreement or the Conditions of Approval. 6. Completion of Improvements. Subdivider shall begin construction of the Improvements within ninety (90) days and shall complete construction within twelve (12) months after the approval of this Agreement. Portions of the Improvements may be completed at a later date, as determined by the City Engineer or as set forth in Exhibit A. Failure by Subdivider to begin or complete construction of the Improvements within the specified time periods shall constitute cause for City, in its sole discretion and when it deems necessary, to declare Subdivider in default of this agreement, to revise improvement security requirements as necessary to ensure completion of the improvements, and/or to require modifications in the standards or sequencing of the Improvements in response to changes in standards or conditions affecting or affected by the Improvements. Said failure shall not otherwise affect the validity of this agreement or Subdivider's obligations hereunder. 7. Force Maieure. In the event that Subdivider is unable to perform within the time limits herein due to strikes, act of God, or other events beyond Subdivider's control, the time limits for obligations affected by such events will be extended by the period of such events. 8. Time Extension. Subdivider may make application in writing to the City Council for an extension of time for completion of the Improvements. The City Council, in its sole and absolute discretion, may approve or deny the request or conditionally approve the extension with additions or revisions to the terms and conditions of this Agreement. As a condition of the time extension, Subdivider shall furnish securities, similar in form and substance to those required in SECTION 3 hereinabove, to cover the period of extension. The value of the securities shall be sufficient to ensure the performance of and payment for Improvements that remain incomplete at the time of the extension, and to provide warranty security on completed Improvements. 9. Survey Monuments. Before final approval of street improvements, Subdivider shall place survey monuments in accordance with the provisions of Sections 66495, et sec. of the Subdivision Map Act and of the La Quinta Municipal Code. Subdivider shall provide the City Engineer written proof that the monuments have been set, evidence of payment and receipt thereof by the engineer or surveyor setting the monuments, and intersection monument tie -outs for monuments set in public streets. 10. Final Acceptance of Improvements. At the completion of construction and prior to acceptance of the Improvements by City, Subdivider shall submit a request for final approval by City. The request shall be accompanied by any required certifications from Subdivider's engineers or surveyors, approval letters from other agencies having jurisdiction over and approval authority for improvements required by this Agreement or the Conditions of Approval, and any required construction quality documentation not previously submitted. ORIGINAL Upon receipt of said request, the City Engineer or a duly -authorized representative will review the required documentation and will inspect the Improvements. If the Improvements are determined to be in accordance with applicable City standards and specifications, and as provided herein, obligations required by the Conditions of Approval and this Agreement have been satisfied, and Subdivider has provided revised plans as required in Paragraph 11, hereinafter, the City Engineer shall recommend acceptance of the Improvements by the City Council. 11. Revisions to Plans. When the Improvements have been inspected and approved by the City Engineer, Subdivider shall make any necessary revisions to the original plans held by City so the plans depict the actual Improvements constructed. When necessary revisions have been made, each separate sheet of the plans shall be clearly marked with the words "As -Built," "As -Constructed," or "'Record Drawing," the marking shall be stamped by an engineer or surveyor, as appropriate for the improvements thereon, who is licensed to practice in California, and the plans shall be resubmitted to the City Engineer. 12. Improvement Warranty. Subdivider hereby guarantees the Improvements to City for a period of one (1) year, beginning on the date of final acceptance of the Improvements by the City Council, against any defective work or labor done, or defective materials furnished, and shall repair or replace such defective work or materials. 13. Release of Security. City shall retain and release securities in accordance with the provisions of Section 3 of this agreement. Prior to the release of payment security, the City Engineer may require Subdivider to provide a title report or other evidence sufficient to show claims of lien, if any, that may affect the amount of payment security released. 14. City Right to Cure. If Subdivider fails to perform any obligation hereunder and such obligation has not been performed within sixty (60) days after written notice of default from City, then City may perform the obligation, and Subdivider shall pay the entire cost of such performance by City including costs of suit and reasonable attorney's fees incurred by City in enforcing such obligation. In cases of emergency or compelling public interest, as determined by the City Engineer, the requirement for written notice of default and/or the passage of sixty (60) days shall be deemed waived and all other provisions of this Article shall remain in effect. 15. Indemnification. Subdivider hereby binds itself, its officers, employees, agents, representatives, executors, administrators, guarantors, heirs, and assigns, and agrees to indemnify, defend and hold City and its officers, employees, agents, representatives, and assigns harmless from and against any losses, claims, demands, actions, or causes of action of any nature whatsoever, arising out of or in any way connected with Subdivider's performance herein under, including costs of suit and reasonable attorneys' fees. 16. No Modification of Conditions. This Agreement shall in no respect act to modify or amend any provision of the Conditions of Approval. In the event that any requirement or condition of this Agreement is inconsistent with or fails to include one or more provisions of the Conditions of Approval, which document(s) is (are) incorporated herein by reference, the provisions in the Conditions of Approval shall remain in effect and shall control. 17. Severability. In the event that any provision or provisions of this Agreement are held unenforceable, all provisions not so held shall remain in full force and effect. 18. General Provisions. A. All notices pursuant to this Agreement shall be in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested, to the parties at their respective addresses indicated hereon. Notices personally delivered shall be effective upon delivery. Notices mailed as provided herein and sent postage prepaid shall be effective upon the date of delivery or refusal indicated on the return receipt. Either party may change its address for notices hereunder by notice to the other given in the manner provided in this subparagraph. B. The terms, conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns, and successors of the parties hereto. ORIGINAL 507 C. Neither party to this Agreement relies upon any warranty or representation not contained in this Agreement. D. This Agreement shall be governed by and interpreted with respect to the laws of the State of California. E. In the event of any dispute between the parties with respect to this Agreement, the prevailing party shall be entitled to prompt payment of its reasonable attorneys' fees from the non -prevailing party. F. Any failure or delay by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies provided for hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY: City of La Quints 78-495 Calle Tampico La Quints, CA 92253 7601777-7075 Thomas P. Genovese, City Manager FIX a1*36 City Clerk Local Address Shea La Quinta, LLC. 81260 Avenue 62 La Quinta, CA 9225 (760)777-6006 ,- 5--k— ray: Title: ASStsYd,tr `,K°NcrAZ-i By: Title: Reviewea ano Hpprovea: City Engineer Approved as to Form City Attorney Date Date Date iL�i3/'a7 Date ORIGINAL sa, CALIFORNIA•ACKNOWLEDGMENT .�G?i,�;:�i_?>, =��. •�. �5 �._ai. /'L•�..ai,. Sr'. '�L_TS of /�. n._a<Cs�3� :yYc�a n•_7Lzai.��.. s��•,av�tiTtaiaL�S{s�ts State of California County, of 1�l�yF On `�" ,0 7 before me, Date - Name personally appeared tt: ss. \ Y� k (e.g., "Jam Doe, personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) istare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Pk c Notary Seal Above v l u Signature W Notary PYNc O NAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer —Title(s): _ ❑ Partner — ❑ Limited ❑ General 11 Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Representing: R IGHT.THUMB PRINT OF SIGNERin, '. Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer —Title(s): _ ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: +/S•.yi✓'2�✓».iY 'y':\el_:'a�: 3:vrJ:�S•✓" U(�J,:`el "✓':�el:�: y:-• V v `, Exhibit A SECURITY — TRACT MAP NO. 30023-6 ONSITEIMPROVEMENTS Improvements designated as "Participatory" have been or will be constructed by others. Security for Participatory Improvements shall remain in place indefinitely until called upon or released by City. Monumentation security shall guarantee performance of or payment for the work and shall be utilized or released as specified in Chapter 4, Article 9 of the Subdivision Map Act. As elements of the work are completed, Subdivider may request a maximum of two partial releases of performance security. Partial releases shall be for not less than ten percent (10%) of the total performance security for the Tract and shall not reduce total performance security below the amount necessary to complete the Improvements plus ten percent (10%) of the original amount. Partial releases of performance security will be evaluated and may be granted, in whole or in part, by the City Engineer. Requests for partial releases, setting forth in detail the amount of work completed and the value thereof, shall be made in writing to the City Engineer. Labor & materials security shall remain in place until 90 days after all required Tract improvements are complete and accepted by the City Council. Improvement Description Performance Labor & Materials Rough GradinglPM101SWPPP Street Storm Drain Sewer Water Dry Utilities Garden and Retaining Walls Monumentation Totals Standard 10% Contingency Total Construction Cost Professional Fees, Design 10% Professional Fees, Const 10% Bond Amount $ 156,000 $ $ 1,356,303 $ $ 80,215 $ $ 550,055 $ $ 849,648 $ $ 532,529 $ $ 116,750 $ $ 25,000 $ $ 3,666,500 $ $ 366,650 $ $ 4,033,150 $ 403,315 403,315 $ 4,839,780 $ 7m7