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PIA No. 2018-05 - Tri Pointe Homes and Filice Family Estatea RECORDING REQUESTED BY: City of Gilroy WHEN RECORDED, MAIL TO: Shawna Freels City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 23986769 Regina Alcomendras Santa Clara County - Clerk- Recorder 07/20/2018 09:55 AM Titles: 1 Pages: 14 Fees: 1144.00 144.00 Taxes: 0 Total: 1111 ��f� V'I'LPIf�'1 �+TY6i Ifi+, (SPACE ABOVE THIS LINE FOR RECORDER'S USE) Property Improvement Agreement No. 2018 -05 The Grove & Luchessa — Tract 10446 APN: 808 -19 -010 & 808 -19 -024 Tri Pointe Homes, Inc., a Delaware Corporation And Filice Family Estate, a California Limited Partnership 4828 - 0143- 80260 _1 _ 9/18/12 JH104706091 PROPERTY IMPROVEMENT AGREEMENT RESIDENTIAL AGREEMENT FOR TRACT 10446 PUBLIC IMPROVEMENTS, INCLUDING BUT NOT LIMITED TO EXTENSIONS OF WATER DISTRIBUTION SYSTEMS, IMPROVEMENT OF STREETS, INSTALLATION OF SEWERS, STORM DRAINS AND OTHER PUBLIC WORKS FACILITIES Property Improvement Agreement No. 2018 -05 This Property Improvement Agreement ( "Agreement ") is made and entered into this ;�(hday of ih2 , 2018, by and between the City of Gilroy, a municipal corporation, herein called the "City," and Filice Family Estate, a California Limited Partnership, herein called "Owner" and Tri Pointe Homes, Inc., a Delaware Corporation herein called the "Developer ". WHEREAS, a final map of subdivision, record of survey or building permit (Site Clearance) application has now been submitted to the City for approval and acceptance, covering certain real estate and property improvements known as and called: The Grove & Luchessa, APN: 808 -19 -010 & 808 -19- 024, a legal description of which is attached hereto and incorporated herein as Exhibit "A" (the "Property "), and as described in the project improvement plans entitled Tract 10446 — The Grove & Luchessa. WHEREAS, the Developer is the fee owner of the Property and requires certain utilities and public works facilities in order to service the Property under the minimum standards established by the City and, WHEREAS, the City, by and through its City Council, has enacted certain Codes, Ordinances and Resolutions and certain Rules and Regulations have been promulgated concerning the subject matter of this Agreement and, WHEREAS, the City has certain responsibilities for maintenance and operation of such utilities and public service facilities after acceptance by City, and for providing the necessary connecting system, general plant and appurtenances, and the City is agreeing to discharge those responsibilities, provided that Developer has faithfully and fully complied with all of the terms, covenants, conditions to be performed by Developer pursuant to this Agreement. NOW THEREFORE, in consideration of the foregoing premises and in order to carry on the intent and purpose of said Codes, Ordinances, Resolutions and Regulations and established policies of the City and the laws of the State of California and the United States of America it is agreed by and between the parties as follows: SECTION 1 That all Codes, Ordinances, Resolutions, Rules and Regulations and established policies of the City and the laws of the State of California and the United States of America concerning the subject matter of this Agreement are hereby referred to and incorporated herein to the same effect as if they were set out at length herein. Said Codes, Ordinances, Resolutions, Rule and Regulations include, but are not limited to, the following: the Code of the City of Gilroy, the current Zoning Ordinance, and the currently adopted Uniform Building Code. 4828 - 0143 -80260 -2- 9/18/12 JH104706091 SECTION 2 The Developer agrees: a. To perform each and every provision required by the City to be performed by the Developer in each and every one of said Codes, Ordinances, Resolution, Rules and other Regulations and established policies of the City and the laws of the State of California and the United States of America, including without limitation, the California Labor Code and California Public Contract Code. Developer further agrees and acknowledges that it is its obligation to determine whether, and to what extent, the work performed under this Agreement is subject to any Codes, Ordinances, Resolutions, Rules and other Regulations and established policies of the City and the laws of the State of California, the United States of America, the California Labor Code and Public Contract Code relating to public contracting and prevailing wage laws. b. To grant to the City without charge, free and clear of encumbrances, any and all easements and rights of way in and to the Property necessary for the City in order that its water, electricity, and /or sewer lines in or to said Property may be extended. To indemnify, defend with counsel of City's choice and hold the City free and harmless from all suits, fees, claims, demands, causes of action, costs, losses, damages, liabilities and expenses (including without limitation attorneys' fees) incurred by City in connection with (i) any damage done to any utility, public facility or other material or installation of the City on said Property which the Developer or any contractor or subcontractor of the Developer, or any employee of the foregoing, shall do in grading or working upon said Property; or (ii) arising or resulting directly or indirectly from any act or omission of Developer or Developer's contractors, or subcontractors, or any employee of the foregoing in connection with the work performed by them in connection with this Agreement, including without limitation all claims relating to injury or death of any person or damage to any property. d. To construct and improve all public works facilities and other improvements described in this Agreement and the improvement plans submitted to the City of Gilroy in furtherance of this Agreement on file with the City of Gilroy. All construction and improvements shall be completed in accordance with all standards established in the Codes, Ordinances, Resolutions, Rules and Regulations and established policies of the City and the laws of the State of California and the United States of America and this agreement, and in accordance with the grades, plans, and specifications approved by the City Engineer. Developer shall furnish two good and sufficient bonds, a Payment Bond on a form provided by the City and a Faithful Performance Bond, both of which shall be secured from a surety company admitted to do business in California. Each bond shall set forth a time period for performance by the contractor of its obligations and the terms and conditions on which the City may obtain the proceeds of the bond. The Faithful Performance Bond shall be in an amount not less than one hundred percent (100 %) of the total estimated amount payable for the improvements described in this Agreement, and shall secure payment to City and the Developer of any loss due to the default of the contractor or its inability or refusal to perform its contract. The performance bond shall by its terms remain in full force and effect for a period of not less than one year after completion of the improvements by Developer and acceptance of the improvements by City, to guarantee the repair and replacement of defective material and faulty workmanship. Upon completion of the improvements by Developer and acceptance of the improvements by City, Developer may substitute for the performance bond securing maintenance described above, a separate maintenance bond issued by an admitted surety in the amount of ten 4828- 0143 -80260 -3- 9/18/12 JH104706091 percent (10 %) of the total contract price of the improvements (provided that the amount of said bond shall not be less than One Thousand Dollars ($1,000) to cover the one -year maintenance period. The Payment Bond shall be in an amount not less than one hundred percent (100 %) of the total estimated amount payable for the improvements described in this Agreement. The Payment Bond shall secure the payment of those persons or entities to whom the Developer may become legally indebted for labor, materials, tools, equipment or services of any kind used or employed by the contractor or subcontractor in performing the work, or taxes or amounts to be withheld thereon. The Payment Bond shall provide that the surety will pay the following amounts should the Contractor or a Subcontractor fail to pay the same, plus reasonable attorneys' fees to be fixed by the court if suit is brought upon the bond: (1) amounts due to any of the persons named in California Civil Code Section 9100; (2) amounts due under the Unemployment Insurance Code with respect to work or labor performed for the improvements described in this Agreement; and (3) any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and Subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to the work and labor. The Payment Bond shall, by its terms, inure to the benefit of any of the persons named in Civil Code Section 3181 so as to give a right of action to those persons or their assigns in any suit brought upon the bond. Simultaneously with the submission of its building permit application (Site Clearance), the Developer shall submit the following for both the surety that furnishes the Payment Bond and the surety that furnishes the Faithful Performance Bond: (1) a current printout from California Department of Insurance's website (www.insurance.ca.gov) showing that the surety is admitted to do business in the State; or (2) a certificate from the Clerk of the County of Santa Clara that the surety's certificate of authority has not been surrendered, revoked, canceled, annulled, or suspended or in the event that it has, that renewed authority has been granted. e. Except as otherwise expressly provided in this Agreement, all plan check and inspection fees which are payable by Developer pursuant to the attached comprehensive fee schedule are due and payable to the City prior to Council approval of the final map of the subdivision. Upon approval of the record of survey or the building permit covering the real estate to be improved and before any work is done therein, the Developer shall pay to the City all other sums payable by Developer pursuant to the attached comprehensive fee schedule. f. At all times during the term of this Agreement and until the improvements constructed by Developer are accepted by City, Developer shall, at no cost to City obtain and maintain (a) a policy of general liability and property damage insurance in the minimum amount of One Million Dollars ($1,000,000), combined single limit for both bodily injury and property damage; (b) workers' compensation insurance as required by law; and (c) broad form "Builder's Risk" property damage insurance with limits of not less than 100% of the estimated value of the improvements to be constructed by Developer pursuant to this Agreement. All such policies shall provide that thirty (30) days written notice must be given in advance to City prior to termination, cancellation or modification. The insurance specified in (a) above shall name City as an additional insured and the insurance specified in (c) shall name City as a loss payee, and shall provide that City, although an additional insured or loss payee, may recover for any loss suffered by reason of the acts or omissions of Developer or Developer's contractors or subcontractors or their respective employees. Developer hereby waives, and Developer shall cause each of its contractors and subcontractors to waive, all rights to recover against City for any loss or damage arising from a cause covered by the insurance required to be carried pursuant to this Agreement or actually carried 4828 - 0143 -80260 4- 9/18/12 JH104706091 by Developer in connection with the work described in this Agreement, and will cause each insurer to waive all rights of subrogation against City in connection therewith. All policies shall be written on an occurrence basis and not on a claims made basis and shall be issued by insurance companies acceptable to City. Prior to commencing any work pursuant this Agreement, Developer shall deliver to City the insurance company's certificate evidencing the required coverage, or if required by City a copy of the policies obtained. SECTION 3 That all the provisions of this Agreement and all work to be done pursuant to the terms of this Agreement are to be completed to City's satisfaction within one year from and after the date and year of this Agreement first above written. Developer shall maintain such public works facilities and other improvements described in this Agreement at Developer's sole cost and expense at all times prior to acceptance by City in a manner which will preclude any hazard to life or health or damage to property. SECTION 4 That the faithful and prompt performance by the Developer of each and every term and condition contained herein is made an express condition precedent to the duty of the City to perform any act in connection with this transaction, and the failure, neglect or refusal of the Developer to so perfonn, or to pay any monies due hereunder when due shall release the City from any and all obligations hereunder and the City, at its election, may enforce the performance of any provision herein, or any right accruing to the City or may pursue any remedy whatsoever it may have under applicable laws or the Codes, Ordinances, Resolutions, Rules and Regulations of the City, in the event of any such default by Developer. SECTION 5 That this Agreement, including without limitation the general stipulations outlined in Section 6 below, is an instrument affecting the title or possession of the real property and runs with the land. Except as expressly provided in the second sentence of Item 9 of the general stipulations set forth in Section 6 below (relating to the payment of reimbursement to the original Developer named in this Agreement), all the terns, covenants and conditions herein imposed shall be binding upon and inure to the benefit of City, Developer, the successors in interest of Developer, their respective successors and permitted assigns and all subsequent fees owners of the Property. The obligations of the Developer under this Agreement shall be the joint and several obligations of each and all of the parties comprising Developer, if Developer consists of more than one individual and /or entity. Upon the sale or division of the Property, the terms of this Agreement shall apply separately to each parcel and the fee owners of each parcel shall succeed to the obligations imposed on Developer by this Agreement. SECTION 6 That the following general stipulations shall be completed subject to the approval of the Public Works Director /City Engineer: 1. The Project shall comply with all Tentative Map conditions and applicable mitigation measures as contained in City Council Resolution 2017 -22 (TM 16 -03 approval). 2. All work within the public right -of -way shall be subject to the approval of the City Engineer. 3. The Developer shall perform all work in compliance with the City of Gilroy Specifications Standards Design Criteria, Glen Loma Development Agreement and Glen Loma Specific Plan and is subject to 4828 - 0143- 8026v3 -5- 9/18/12 JH104706091 all laws of this community by reference. Street improvements and the design of all storm drainage, sewer lines, and all street sections shall be in accordance with City Standards and Glen Loma Ranch Specific Plan, Glen Loma Ranch Development Agreement and Glen Loma Ranch Master Plans as shown on the approved TM 13 -08, and shall follow the most current City Master plan for streets and each utility. 4. The Developer shall defend, indemnify, and hold harmless the City, its City Council, Planning Commission, agents, officers, and employees from any claim, action, or proceeding against the City or its City Council, Planning Commission, agents, officer, and employees to attack, set aside, void, or annul an approval of the City, City Council, Planning Commission, or other board, advisory agency, or legislative claim, action, or proceeding against it, and will cooperate fully in the defense. This condition is imposed pursuant to California Government Code Section 66474.9. No building permit shall be issued in connection with this project if the Owner or Developer of such development (i) is not in compliance with the City's Residential Development Ordinance (City Zoning Ordinance Sections 50.60 et seq.) referred to as the RDO, any conditions of approval issued in connection with such development or other City requirements applicable to such development; or (ii) is in default under any agreement entered into with the City in connection with such development pursuant to the RDO. The project must also comply with any of condition of exemption granted from the RDO, including but not limited to time limits in obtaining City approvals and completion of construction of the dwelling units. 6. The City shall be notified at least two (2) working days prior to the start of any construction work and at that time the contractor shall provide a project schedule and a 24 -hour emergency telephone number list. 7. At least one week prior to commencement of work, the Developer shall post the site and mail to owners of property within (500') five hundred feet of the exterior boundary of the project site, to the homeowner associations of nearby residential projects and to the Engineering Division, a notice that construction work will commence on or around the stated date. The notice shall include a list of contact persons with naive, title, phone number and area of responsibility. The person responsible for maintaining the list shall be included. The list shall be current at all times and shall consist of persons with authority to initiate corrective action in their area of responsibility. The names of individuals responsible for dust, noise and litter control shall be expressly identified in the notice. 8. If the Developer proposes to phase construction with building occupancy, the Developer shall create, for City Engineer approval prior to first occupancy, a construction staging plan that addresses the ingress and egress location for all construction vehicles, parking and material storage area separate from occupied residential units. 9. Locate and properly dispose of any wells, septic tanks and underground fuel storage facilities. NOTE: The capping of any well will require inspection by the Santa Clara Valley Water District. 10. Schedule the construction of improvements along existing public roads so that the work affecting vehicular traffic is completed with a minimum interruption to traffic. 11. All work shall be coordinated so that the existing residents on all adjacent streets have access to their properties. 4828 - 0143- 80260 M04706091 _6_ 9/18/12 12. Before construction utilizing combustible materials may proceed, an all - weather access must be provided to within 150 feet of the building site; and at least one in service fire hydrant, or other water source (i.e. temporary tank) acceptable to the Fire Chief, must be available within 150 feet of each portion of the site wherein this construction is to take place. Location of the fire hydrants will be determined by the Fire Chief. 13. A complete construction schedule, which shall include a detailed phasing plan (including traffic control for each proposed phase), shall be submitted and approved by the City Engineer prior to start of construction. Any deviation from the approved construction schedule and phasing plan shall be coordinated with the City Engineer. Deviating from the approved construction schedule and phasing plan without prior coordination with the City Engineer may prolong issuance of further building permits. (a) Upon request by the City Engineer, the Developer shall provide information for public outreach purposes, which may include maps and schedules for each phase of construction. 14. The Developer shall obtain the required Habitat Conservation Plan (HCP) Permit and pay the applicable fees prior to the issuance of a grading permit or improvement plan approval. 15. One hard copy and electronic copy of the approved /stamped PG &E Joint Trench Composite Plans shall be submitted to the Engineering Division. Should there be a delay in obtaining the PG&E - approved joint trench plans, the Developer will be allowed to commence joint trench work "at- risk ". The Developer assumes responsibility for any required redesign, and all costs associated with the redesign and additional city review resulting from the at -risk work completed without PG&E - approved joint trench plans. Design revisions and ultimate joint trench construction shall be completed to the satisfaction of the City Engineer. 16. Site preparation and fill construction shall be conducted under the observation of, and tested by, a licensed soils or geotechnical engineer. A report shall be filed with the City of Gilroy stating that all site preparation and fill construction meets the requirements of the geotechnical investigation. This shall be subject to review and approval by the Building Division. [CBC] 17. All grading operations and soil compaction activities shall be per the approved soils report and shall meet with the approval of the City Engineer. 18. New and existing utility lines, appurtenances, and associated equipment, including but not limited to electrical transmission, street lighting, and cable television shall be required to be placed underground. [Municipal Code Section 21, Article V] 19. Construction activity shall be restricted to the period between 7:00 a.m. to 7:00 p.m. Mondays through Fridays, Saturday 9:00 a.m. to 7:00 p.m. No work shall be done on Sundays and City Holidays. The City Engineer will apply additional construction period restrictions, as necessary, to accommodate standard commute traffic along arterial roadways and along school commute routes. 20. Any damage resulting from project construction operations to existing city infrastructure on or adjacent to the subject property shall be repaired to the satisfaction of the City Engineer, at the full expense of the Developer and /or its contractor. This shall include slurry seal, overlay, street reconstruction, and repair to curb, gutter and sidewalk, driveway approach if reasonably deemed warranted by the City Engineer. 4828 - 0143 -80260 -7- 9/18/12 JH104706091 21. This project is subject to post- construction stormwater quality requirements per Section 27D of the Gilroy Municipal Code. 22. Storm water BMP Operation and Maintenance Agreement (a) Prior to the issuance of any building permit requiring stormwater management BMPs or as otherwise determined by the City Engineer, the owner(s) of the site shall enter into a formal written Stormwater BMP Operation and Maintenance Agreement ( "Stormwater Agreement ") with the City. The City shall record the Stormwater Agreement, against the property or properties involved, with the County of Santa Clara and it shall be binding on all subsequent owners of land served by the storm water management treatment BMPs. The City- standard Stormwater Agreement will be provided by Public Works Engineering. (b) The Stormwater Agreement shall require that the BMPs not be modified and BMP maintenance activities not alter the designed function of the facility from its original design unless approved by the City prior to the commencement of the proposed modification or maintenance activity. (c) The Stormwater Agreement shall also provide that in the event that maintenance or repair is neglected, or the stormwater management facility becomes a danger to public health or safety, the city shall have the authority to perform maintenance and /or repair work and to recover the costs from the owner. (d) All on -site stormwater management facilities shall be operated and maintained in good condition and promptly repaired /replaced by the property owner(s), an owners' or homeowners' association or other legal entity approved by the City. (e) Any repairs or restoration /replacement and maintenance shall be in accordance with City - approved plans. (f) The property owner(s) shall develop a maintenance schedule for the life of any stormwater management facility and shall describe the maintenance to be completed, the time period for completion, and who shall perform the maintenance. This maintenance schedule shall be included with the approved Stormwater Runoff Management Plan. 23. Stormwater BMP Inspections will be required for this project and shall adhere to the following: (a) The property owner(s) shall be responsible for having all stonnwater management facilities inspected for condition and function by a knowledgeable third party. (b) Unless otherwise required by the City Engineer or designee, stonnwater facility inspections shall be done at least twice per year, once in fall, in preparation for the wet season, and once in winter. Written records shall be kept of all inspections and shall include, at minimum, the following information: 1. Site address; 2. Date and time of inspection; 3. Name of the person conducting the inspection; 4. List of stormwater facilities inspected; 5. Condition of each stormwater facility inspected; 6. Description of any needed maintenance or repairs; and 7. As applicable, the need for site re- inspection. 4828 - 0143- 8026v3 _g_ 9/18/12 JH104706091 24. Upon completion of each inspection, an inspection report shall be submitted to Public Works Engineering no later than October 1 st for the fall report, and no later than March 15th of the following year for the winter report. 25. A minimum of one exterior monument shall be set. Additional monuments can be required by the City Engineer or City Surveyor as deemed necessary. Location of monuments shall be tied out prior to work. 26. In accordance with the California Professional Land Surveyors' Act (California Business and Professions Code Sections 8771 and 8725), California Penal Code Section 605, and California Government Code Section 27581, the Developer, its employees, subcontractors, and /or any person performing construction activities that will or may disturb an existing roadway/ street monument, corner stake, or any other permanent surveyed monument shall show all current monuments on the plans and shall ensure that a Corner Record and /or Record of Survey are filed with the County Surveyor Office prior to disturbing said monuments. All disturbed or destroyed monuments shall be reset and filed in compliance with California Business and Professions Code Section 8771 at the Developer's sole expense. 27. If there is any reimbursements payable to the Owner, they must be specifically identified in this Agreement. Any such reimbursements shall be payable to the original Owner named in this Agreement above, if any, and shall not inure to the benefit of any subsequent owners of all or any portion of the Property. All reimbursements payable to Owner shall be subject to the City's reimbursement policies and ordinances in effect from time to time, including without limitation any expiration dates identified in such policies and ordinances. Such reimbursement shall be solely contingent upon the availability of the City's Traffic Impact Fee Funds and in no case shall the reimbursement be paid beyond ten (10) years after the execution of the Agreement. In addition to any other conditions, requirements and limitations set forth in the City's reimbursement policies and ordinances from time to time, (i) in no event shall any reimbursements be payable to Owner if City determines in its sole and absolute discretion from time to time that there are not sufficient reserves then on hand in the specific reimbursement fund from which Owner's reimbursement is payable, over and above any amounts anticipated to be required to be expended from such reimbursement fund, which reserves, at a minimum, are equal to at least half of the remaining average yearly anticipated expenditures of such reimbursement fund as detennined by City from time to time; (ii) City may, in its sole and absolute discretion, make partial reimbursement payments to Owner in yearly increments, as determined by City; and (iii) City may defer payments in any given year if projects deemed by City to be of high importance are determined by City, in its sole and absolute discretion, to be warranted or necessary, and the funds in such reimbursement fund are designated by the City for use on such projects of high importance. a. The Owner shall be reimbursed for the following public improvements: i. West 10th Street between Santa Teresa Boulevard and West Luchessa Avenue with reimbursement amount of $594,001.00, being a portion of the Traffic Impact Fee (TIF) budget for 10th Street extension from Uvas Park Drive to Santa Teresa Boulevard. ii. 1,122 LF of 24" Water Main with reimbursement amount of $67,320.00 per the City of Gilroy Comprehensive Fee Schedule for Oversized Water Main Reimbursements. 4828 - 0143 -80260 _9_ 9/18/12 JH104706091 SECTION 7 That the attached Development Cost Schedule enumerates all fees and their extensions. TOTAL AMOUNT DUE TO CITY $4,285,154.92 CITY OF GILROY By: Gabriel A. Gonzalez City Administrator Date: M IM APPROVED AS TO FORM: Andrew L. Faber, City Attorney DEVELOPER: By: 7- < - Name: 3r2. tA?-A Title: \I %Lt kF- -sloal s-y— MAMAC;kAk&- t Date: OWNER: By: C Name: �� w �Z �� (roc e Title: Gvarti� r,�L,v6�ria �;scrhrGl /� Date: Q) p / eK NOTE: If Developer is a corporation, the complete legal name and corporate seal of the corporation and the corporate titles of the persons signing for the corporation shall appear above. 4828 - 0143- 8026v3 -10- 9/18/12 A04706091 Exhibit A LEGAL DESCRIPTION Order Number: 0192 - 5525414 Page Number: 6 Real property in the City of Gilroy , County of Santa Clara, State of California, described as follows: PARCEL 1: PARCEL 0, AS SHOWN ON MAP OF TRACT 10254, FILED OCTOBER 22, 2014, MAP BOOK 876, PAGES 42 THROUGH 53, SANTA CLARA COUNTY RECORDS. PARCEL 2: PARCEL 1, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "PARCEL MAP BEING A PORTION OF LAS ANIMAS RANCH LOT 11 ACCORDING TO MAPS ACCOMPANYING THE FINAL REPORT OF THE REFEREES IN THE PARTITION OF LAS ANIMAS RANCHO SANTA CLARA COUNTY RECORDS ", WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON OCTOBER 21, 1998 IN BOOK 709 OF MAPS, AT PAGES 18 AND 19, AND AS CORRECTED BY CERTIFICATE OF CORRECTION RECORDED MARCH 17, 1999 UNDER DOCUMENT NO. 14709294, OFFICIAL RECORDS. APN: 808 -19 -024 (Parcel 1) and 808 -19 -010 (Parcel 2) First American Title Page 6 of 15 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On Contra Costa personally appeared 1, 2018 before me, Tiffany Grubbs, Notary Public , Date Name and Title of Officer Brian O. Barry , Name of Signer who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. TIFFANY GRUBBS NotaryPublic - California z Contra Costa County Commission k 2208879 My Comm. Expires Sep 1, 2021 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: ig ature of otcdry Public CALIFORNIA • • •D 4..�._aa2•:iC� �i <•� �iC!�<�C_�.�.• ¢•� �i �iN�•_v C•�iC � � aaC•c�.Y�t ^i.; �iC.s.• ¢� aa_...�< C .•;.s�C_c.C�.�C C^a•.s..�c��.si•;.�.•!�a.- 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 San--A Ctara On XA4 1 9, -,9018 before me, 4of4n&OL ?grjuelles- Aa t}on, Date Here Insert Name and Title of the Officer personally appeared J. T u, , Ir Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(sj whose name(&) is /ar-e- subscribed to the within instrument and acknowledged to me that he /&he4hey executed the same in his /heW4hejf authorized capacity(ies), and that by his /� signature(9) on the instrument the person(&}, or the entity upon behalf of which the persona} 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. ROSANNA ARGUE LLES- PATTON WITNESS my hand and official seal. Notary Public - California z � Santa Clara County _ M `1 ^Gr��cc�lrs Commission # 2162602 Signature ��- Comm. Expires Aug Au 13, 2020 Signature of Notary Public Place Notary Seal Above OPTIONAL — Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Do ument A10 • � o i91 -or Title or Type of Document: %�• ImEnt/e�jrte mzn- Document Date: 2018 Number of Pages: /0 ptus Signer(s) Other Than Named Above: C, and %ri0;0n Horner ' I piagc tc q diesen piton Capacity(ies) Clai44Med by Signer(s) Signer's Name: -)Inn • j'� t ��� T►' Signer's Name: ❑ Corporate Officer — Title(s): 07dnac ! 1 Corporate Officer -- Title(s): [?�artner — &�,Cimited i I General i Partner — 1 1 Limited I 'General Ci Individual Attorney in Fact [ ! Individual Attorney in Fact ❑ Trustee Guardian or Conservator I I Trustee Guardian or Conservator ❑ Other: , I Other: Signer Is Representing: 7: 1lice Tamily &s-)u }t Signer Is Representing: �LG ✓�' ✓G'�'G'v'.�% GAG' r�G'✓ G�G�G�G�G� '.��,.�✓4�✓'n.�JS�GC✓G�.'ri �✓ �4- ate: "er -rrG d -er4�G.r •erG'rr� ••r4'arG�G' ✓G-� -dG•�i"rr -�, � -ar 02014 • nal Notary Association www.NationalNotary.org 1-800-US • -800-876-6827) 90 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 1 � j J} County of yCr no- (+c1 l On c_�j is 12 � �LQI P before me, _6'1)Zarnr)e A07-244-b, Ut00 A Date Here Insert Name and Title of the Officer personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. SUZANNE GUZZE17A Notary Public - California z Santa Clara County Z Commission # 2106751 My Comm. Expires Apr 12, 2019 ..rte Place Notary Seal and /or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ,— r_�L S nature of Notary Public yr %J1111ML. Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: 02017 National Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: PROPERTY INFORMATION ( ACORD 101 maybe attached if more space is required) ❑X BUILDING OR ❑ BUSINESS PERSONAL PROPERTY LOCATION /DESCRIPTION THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CnVFROC;F INFORMATION. pGQU c mica 1ppn I I RACir I I RDnen X QDZY -1Ai COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $ 30,000,000 DED: $10,000 CONTRACT OF SALE MORTGAGEE Ac R "' EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DATE(MM /DD/YYYY) NIA 7/6/2018 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY'OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. PRODUCER NAME CONTACT PERSON AND ADDRESS PA/C. HONE No. Ext 949- 252 -4400 COMPANY NAME AND ADDRESS NAIL NO: 38318 Lockton Insurance Brokers, LLC Starr Indemnity & Liability Company 19800 MacArthur Blvd., Suite 1250 If YES, indicate value(s) reported on property identified above: $ CA License 4OF15767 Irvine 92612 IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR EACH FAX E -MAIL (A/C. No): 949 - 252 -44 ] 0 ADDRESS: CODE: SUB CODE: POLICY TYPE Property AGENCY CUSTOMER ID #: NAMED INSURED AND ADDRESS TRI Pointe Homes, Inc. LOAN NUMBER POLICY NUMBER 1111485 TRI Pointe Group, Inc. B080C1825822 19540 Jamboree Road, Suite 300 EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL Irvine CA 92612 7/7/2018 7/72019 REPLACEMENT COST X TERMINATED IF CHECKED ADDITIONAL NAMED INSURED(S) THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION ( ACORD 101 maybe attached if more space is required) ❑X BUILDING OR ❑ BUSINESS PERSONAL PROPERTY LOCATION /DESCRIPTION THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CnVFROC;F INFORMATION. pGQU c mica 1ppn I I RACir I I RDnen X QDZY -1Ai COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $ 30,000,000 DED: $10,000 CONTRACT OF SALE MORTGAGEE YES NO NIA NAME AND ADDRESS ® BUSINESS INCOME ❑ RENTAL VALUE X 7351 Rosanna Street If YES, LIMIT: Included Actual Loss Sustained; # of months: BLANKET COVERAGE X AUTHORIZED PR TA E If YES, indicate value(s) reported on property identified above: $ TERRORISM COVERAGE X Attach Disclosure Notice / DEC IS THERE A TERRORISM - SPECIFIC EXCLUSION? X IS DOMESTIC TERRORISM EXCLUDED? X LIMITED FUNGUS COVERAGE X If YES, LIMIT: 100,000 DED: FUNGUS EXCLUSION (If "YES ", specify organization's form used) X REPLACEMENT COST X AGREED VALUE I X COINSURANCE X If YES, % EQUIPMENT BREAKDOWN (If Applicable) X If YES, LIMIT: Included DED: ORDINANCE OR LAW - Coverage for loss to undamaged portion of bldg X If YES, LIMIT: Included DED: - Demolition Costs X If YES, LIMIT: 5,000,000 DED: 10,000 - Incr. Cost of Construction X If YES, LIMIT: Included DED: EARTH MOVEMENT (If Applicable) x If YES, LIMIT: See Attached DED: See Attached FLOOD (If Applicable) X If YES, LIMIT: See Attached DED: See Attached WIND / HAIL INCL XD YES ❑ NO Subject to Different Provisions: X If YES, LIMIT: Included DED: NAMED STORM INCL X❑ YES ❑ NO Subject to Different Provisions: X If YES, LIMIT: Included DED: See Attached PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE HOLDER PRIOR TO LOSS X CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST rm ?' uqi +102Q03 -2075 ACORD CORPORATION. All rights reserved. ACORD 28 (2016/03) The ACORD name and logo are registered marks of ACORD CONTRACT OF SALE MORTGAGEE LENDER'S LOSS PAYABLE X LOSS PAYEE LENDER SERVICING AGENT NAME AND ADDRESS NAME AND ADDRESS 597792 City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 AUTHORIZED PR TA E +102Q03 -2075 ACORD CORPORATION. All rights reserved. ACORD 28 (2016/03) The ACORD name and logo are registered marks of ACORD CVIUMMUt: Ur I.U1V11V1CK6IAL VKUVr -KI 7 INJUKANut KLmAKKJ - incivaina boeclal uonaitions iuse oniv it more soace Is reaui Builders Risk & Property: Catastrophe Limits: $30,000,000; $15,000,000 any one building or structure. Transit - $10,000,000. Temporary Storage - $5,000,000. Real Property, Business Personal Property, Computer, Business Income, Improvements & Betterments - $33,754,703. Equipment Limit — Included, Deductible $1,000. Earth Movement Coverage Limits: $20,000,000 CA & Pacific NW: $30,000,000 (Other states), Deductible: $250,000 (100 year Flood Zones) $50,000 (All other zones). Flood: Limits: $20,000,000 (100 Year Flood Zones): $30,000,000 (All Other Zones), Deductible: $250,000 (100 year Flood Zones) $50,000 (All other zones). City of Gilroy is loss payee as per the attached endorsement or policy language. RD 28(2016/03) Certificate Holder ID: 597792 B080C1825822 This endorsement changes "your" policy PLEASE READ THIS CAREFULLY LOSS PAYEE (The entries required to complete this endorsement will be shown below or on the "schedule of coverages".) Holders of certificates of insurance issued against this policy that are shown as loss payees are added to "your" policy as their interest may appear as respects the property listed on the certificate. Attachment Code : D523389 Certificate ID : 597792