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C11-03 - Agreement to provide security for improvements 01, 6 3(413) Rev.02/10/09 AGREEMENT TO PROVIDE SECURITY FOR IMPROVEMENTS FOR TRACT MAP OR PARCEL MAP OR PLOT PLAN (Parcel Map 34209 and Plot Plan 04-PP-18) THIS SECURITY AGREEMENT is made and effective this 17th day of May, 2011, by and between the CITY OF BEAUMONT ("CITY") and HIGH DESERT PARTNERS, LLC, a Delaware limited liability company("DEVELOPER"). RECITALS A. DEVELOPER has applied to the CITY for permission to develop certain real property, pursuant to Plot Plan 04-PP-18 and Parcel Map No. 34209 ("Map"). DEVELOPER has also asked the CITY to accept the dedication of the street or streets and other proposed public rights-of-way, parks and recreation facilities, and easements as depicted on the Map and to otherwise approve the Map so that it may be recorded as required by law; and B. The CITY requires, as a condition precedent to the acceptance and approval of the Map and the dedication of the public rights-of-way and easements depicted thereon,that such rights-of-way be improved and certified as completed by the CITY Public Works Director with (for example) grading, paving, curbs, gutters, sidewalks, street lights, stormdrains, sanitary sewers and appurtenances thereto, street name signs, survey monuments, electrical and telecommunications, water pipes, water mains, fire hydrants and appurtenances thereto,and landscaping(collectively,"Improvements"); and C. The Improvements have not yet been certified as completed and it is the purpose of this Security Agreement to set forth the terms and conditions by which the DEVELOPER shall guarantee that such Improvements shall be constructed and completed within the time set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the acceptance of the DEVELOPER's offer of dedication and the approval of the Map for filing and recording as provided and required by law, the CITY and the DEVELOPER hereby agree as follows: 1. Provision of Improvements.DEVELOPER shall provide,at the DEVELOPER's sole cost and expense, all necessary labor and materials to complete the construction of the Improvements depicted on the Map and described in the conditions of approval of the Map within one(1)year of the date of this Security Agreement. Construction of the Improvements must be certified as complete by the CITY prior to the issuance of the first final inspection permit for residential projects or occupancy permit for commercial and industrial projects,unless otherwise approved by the CITY. 2. Inspection by the CITY. The CITY shall inspect, at the DEVELOPER'S sole cost and expense, all of the work,labor and materials performed and provided by the DEVELOPER in connection with the Improvements. 3. Compliance with Plans and Specifications. The Improvements shall be constructed and installed in strict accordance with the CITY-approved plans and specifications as required by the CITY. 4. Security for Performance. CITY and DEVELOPER acknowledge and agree that DEVELOPER has delivered to the CITY a Performance Bond, bond number 105392090, issued by a corporate surety(or other security as authorized by Government Code, Section 66499),a copy of which is attached hereto as Exhibit"A", in an amount that is not less than 100% of the total estimated cost of the Improvements and any warranty therefor. The performance and warranty bond shall be issued by an "admitted" corporate surety insurer authorized to do business in the State of California and the surety insurer shall have an A.M.Best rating of at least"A:X".The surety insurer shall have assets exceeding its liabilities in the amount equal to or in excess of the amount of the bond, and the bond shall not be in excess of 10% of the surety insurer's assets. The bond for the warranty shall insure against any and all defects in the Improvements for a period of not less than one full year after the date of the first final inspection certifying completion of the Improvements thereof by the CITY. The bond shall be duly executed and shall meet all the requirements of Section 995.660 of the Code of Civil Procedure.The bond shall remain in full force and effect and/or renewed until such time as the Improvements are certified as being completed by the CITY. 5. Security for Laborers and Materialmen. CITY and DEVELOPER further acknowledge and agree that the DEVELOPER has also provided a Bond for Security of Laborers and Materialmen, bond number 105392090, issued by a corporate security, a copy of which is attached hereto as Exhibit "B" and made a part hereof. The amount of the bond(s) shall be no less than 100% of the total estimated amount needed to secure payment to the contractor, to the subcontractors, and to the persons furnishing labor, materials, or equipment to them for the Improvements. The laborers and materialmen bond shall be provided by an "admitted"corporate surety insurer authorized to transact surety insurance in the State of California with an A.M.Best rating of"A:X", and with assets exceeding its liabilities in the amount equal to or in excess of the amount of the bond, and the bond shall not be in excess of 10% of the surety insurer's assets. The bond shall be duly executed and shall meet all the requirements of Section 995.660 of the Code of Civil Procedure. The bond shall remain in full force and effect and/or renewed until such time as the Improvements are certified as being completed by the CITY. 6. General Liability and Worker's Compensation Insurance. The DEVELOPER shall, before commencing any work, obtain commercial general liability insurance (primary) of not less than $2,000,000.00 per occurrence for all coverages and $2,000,000.00 general aggregate. The CITY and its employees and agents shall be added as additional insureds. Coverage shall apply on a primary non- contributing basis in relation to any other insurance or self-insurance, primary or excess, available to the CITY or any employee or agent of the CITY. Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. Coverage shall contain no contractors' limitation endorsement. There shall be no endorsement or modification limiting the scope of coverage for liability arising from explosion, collapse, underground property damage or employment-related practices. Such insurance shall not prohibit the DEVELOPER, and its employees or agents, from waiving the right of subrogation prior to a loss.The DEVELOPER waives its right of subrogation against the CITY.Unless otherwise approved by the CITY, the DEVELOPER's insurance shall be written by insurers authorized to do business in the State of California and with a minimum A.M. Best rating of "A:VII." Self-insurance shall not be considered to comply with these insurance specifications. The DEVELOPER agrees to require all contractors, subcontractors and other parties hired for the Improvements to purchase and maintain insurance of the types specified herein. The DEVELOPER shall, before commencing any work, obtain Worker's Compensation Insurance in an amount required by law and, failing to do so, the CITY may procure such insurance at the cost of the DEVELOPER. 7. Indemnification. Notwithstanding the provisions of Government Code, Section 66474.9 or any other statutes of similar import, and to the full extent permitted by law, the DEVELOPER shall defend, indemnify and hold harmless the CITY, its employees, agents, officials and attorneys, from and against any liability,claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind or nature, whether actual, alleged or threatened, actual attorneys' fees, court costs, interest, expert witness fees and any other costs or expenses of any kind whatsoever (collectively "losses"), without restriction or limitation, incurred in relation to, as a consequence of,or arising out of or in any way attributable actually,allegedly or impliedly, in whole or in 2 part, to DEVELOPER'S construction of the Improvements as set forth herein. Notwithstanding anything to the contrary contained herein, in no event shall the foregoing indemnity cover or be deemed to cover any losses to the extent the same are caused by the negligent or willful acts of the CITY. 8. Procedure for Release of Security. The security furnished by the DEVELOPER shall be released in whole or in part in the following manner: a. Security shall be released upon final completion and acceptance of the Improvements by the CITY Council. If the security furnished by the DEVELOPER is a documentary evidence of security, such as a surety bond or an irrevocable letter of credit, the CITY shall release the documentary evidence and return the original to the Surety upon final completion and acceptance of the Improvements by the CITY Council. In the event the CITY is unable to return the original documentary evidence to the Surety,the security shall be released by written notice sent by certified mail to the DEVELOPER and to the Surety within thirty(30) days of the acceptance of the Improvements. The written notice shall contain a statement that the work for which security was furnished has been completed and accepted, a description of the Improvements,and the notarized signature of an authorized CITY official. b. At such time as the DEVELOPER believes that the work for which the security was required is complete and makes payment of a partial exoneration fee of $350 to the CITY, the DEVELOPER shall notify the CITY in writing of the completed work, including a list of work completed. Upon receipt of the written notice, the CITY shall have forty-five (45) days to review and comment on or certify the completion of the Improvements. If the CITY does not agree that all work has been completed in accordance with the plans and specifications for the Improvements, it shall supply the DEVELOPER a list of all remaining work to be completed. c. Within forty-five (45) days of receipt of the CITY's list of remaining work, the DEVELOPER may then provide cost estimates for all remaining work for review and approval by the CITY. d. Upon receipt of the cost estimates, the CITY shall then have forty-five (45) days to review, comment, and certify, modify or disapprove those cost estimates. The CITY shall not be required to engage in this process of partial release more than once between the start of work and the completion and acceptance of all work. e. If the CITY approves the cost estimate, the CITY shall release all performance security except for security in an amount up to 200% of the cost estimate of the remaining work; PROVIDED, HOWEVER, such partial release shall occur only when the cost estimate of the remaining work does not exceed 20% of the total original performance security. Substitute bonds or other security may be used as a replacement for the performance security, subject to the prior written approval of the CITY. A reduction in performance security is not, and shall not be deemed to be, an acceptance by the CITY of the completed Improvements, and the risk of loss or damage to the Improvements and the obligation to maintain the Improvements shall remain the sole responsibility of the DEVELOPER until all required Improvements have been accepted for maintenance by the CITY Council and all other required Improvements have been certified by the CITY as fully completed in accordance with the plans and specifications for the Improvements. f. The DEVELOPER shall complete the works of Improvement until all remaining items are certified as complete by the CITY. Upon completion of the Improvements, the DEVELOPER shall be notified in writing by the CITY within forty-five (45) days and, within forty-five (45) days of the date of the CITY's notice, the release of any remaining performance 3 security shall be made within sixty (60) days of the recording of the Notice of Completion and acceptance of the Improvements for maintenance by the CITY Council. 9. Procedure for Release of Payment Security. Security securing the payment to the contractor, his or her subcontractors and persons furnishing labor, materials or equipment shall, after passage of the time within which mechanic's liens and stop notices are required to be recorded and after acceptance of the Improvements, be reduced to an amount equal to the total claimed by all claimants for whom mechanic's liens and stop notices have been recorded and notice thereof given in writing to the CITY, and if no claims have been recorded,the security shall be released in full. 10. Security for One-Year Warranty Period. The release procedures described in paragraphs 8 and 9 above shall not apply to any required guarantee and warranty period. nor to the amount of the security deemed necessary by the CITY for the guarantee and warranty period nor to costs and reasonable expenses and fees, including reasonable attorneys' fees. 11. Binding Effect. This Security Agreement shall be binding upon and shall inure to the benefit of the parties hereto,their legal representatives and their successors and assigns. 12. Authority to Execute. The DEVELOPER hereby warrants and represents to the CITY that the individual signing this Security Agreement on behalf of the DEVELOPER is vested with the unconditional authority to do so pursuant to, and in accordance with, all applicable legal requirements, and has the authority bind the DEVELOPER hereto. 13. No Assignment. The DEVELOPER may not assign this Security Agreement or any part thereof,to another without the prior written consent of the CITY. 14. Attorneys' Fees. In the event of legal action to enforce or interpret this Agreement or any of its provisions,the prevailing party shall be entitled,in addition to any other form of relief,to recover its reasonable attorneys' fees and costs of suit. 15. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original,but which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written. CITY OF BEAUMONT • By Mayor DEVELOPER A..f4ren4 By $RtAN AwricosIet4 Title: M- 4 EXHIBIT"A" Bond# 105392090 PERFORMANCE BOND WHEREAS, the City Council of the City of Beaumont, State of California, and High Desert Partners, LLC (hereinafter designated as "Principal") have entered into an agreement whereby Principal agrees to install and complete certain designated public improvements, which agreement, dated , 20 , and identified as project Prologis Park Beaumont, is hereby referred to and made a part hereof;and WHEREAS, Principal is required under the terms of the said agreement to furnish a bond for the faithful performance of said agreement. NOW, THEREFORE, we, the Principal and Travelers Casualty and Surety Company of America, as Surety,are held and firmly bound unto the City of Beaumont(hereinafter called"City"), in the penal sum of Two Million Four Hundred Two Thousand Five Hundred and 00/100 dollars ($2,402,500.00)lawful money of the United States,for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators,jointly and severally, firmly by these presents. The condition of this obligation is such that if the Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants,conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees as therein stipulated, then this obligation shall become null and void;otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment therein rendered. The Surety hereby stipulates and agrees that no change,extension of time,alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named,on May 17th,2010. PRINCIPAL: High Desert Partners, LLC, SURETY: Travelers Casualty and Surety a Delaware limited liability company Company of America By • By (V) w�44: Title Ma,.natyf Title Robin Stroud Attorney-In-Fact WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER 4,- /Mk POWER OF ATTORNEY TRAVELERSJ Farmington Casualty Company St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Company St.Paul Mercury Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. Travelers Casualty and Surety Company Seaboard Surety Company Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company Attorney-In Fact No. 216274 Certificate No.0 0 2 7 3 7 5 5 5 KNOW ALL MEN BY THESE PRESENTS:That Seaboard Surety Company is a corporation duly organized under the laws of the State of New York,that St.Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company and St.Paul Mercury Insurance Company are corporations duly organized under the laws of the State of Minnesota,that Farmington Casualty Company,Travelers Casualty and Surety Company,and Travelers Casualty and Surety Company of America are corporations duly organized under the laws of the State of Connecticut,that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland,that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa,and that Fidelity and Guaranty Insurance Underwriters,Inc.is a corporation duly organized under the laws of the State of Wisconsin(herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint Allan Ranstrom,Kim H.Ward,Vicki Goicoechea,Tina Coleman,Colleen B.Thompson,Philip S.Walter,Robin Stroud,and Sally Stopczynski of the City of Boise ,State of Idaho ,their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above,to sign,execute,seal and acknowledge any and all bonds,recognizances,conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of,guaranteeing the fidelity of persons,guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or peisrinAkfin an�ons o it ,ceedings allowed by law. ' lAt*s ; ... r '4 ' ` �. ,• N._ Via, IN WITNESS WHEREOF,the Companies have caused this ins j to'be a 8nd it+cpt orate seals to be hereto affixed,this 10th day of December 2008 FarmingtonCasualtyC i .��� +. St.Paul Guardian lid InY . Insurance Company a 3�wPa Y Fidelity and Guaranb6v„AA., St.Paul Mercury Insurance Company Fidelity and Guaranty Insunde rs,Inc. Travelers Casualty and Surety Company . Seaboard Surety Company Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company GrsuStNr �pR c ��M,44sG �ierto ♦ray �rot31. t�L ell • * rt7 tOPGN4pAik pf y ��:......971 ►� 0.6N{yy/► fir•• ° l/ s�Iftil�,pfrnoti 792.7 'F7.1r. e Ylet� tJ �a� 2 i t 3j,`'"Mww6'rar �'Fqr c � AN�� ±Jt 8 ,/..�i •�+• •'�a►�o . t o4 State of Connecticut By: ����� City of Hartford ss. Georg Thompson.:ice President 10th December 2008 On this the day of ,before me personally appeared George W.Thompson,who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters,Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company,and that he,as such,being authorized so to do,executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. ', \ In Witness Whereof,[hereunto set my hand and official seal. ,awn (( �.A C C . My Commission expires the 30th day of June,2011. * . * `Marie C.Tetreault.Notary Public 58440-5-07 Printed in U.S.A. WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER ACKNOWLEDGEMENT OF SURETY (Attorney-in-Fact) STATE OF IDAHO COUNTY OF CANYON} ss On this l day of 2010 before me, a notary public in and for said County, personally appeared Robin oud to me personally known and being by me duly sworn, did say, that she is the Attorney-in-Fact of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a corporation of Connecticut, created, organized and existing under and by virtue of the laws of the Connecticut, that the said instrument was executed on behalf of the said corporation by authority of its Board of Directors and that the said Robin Stroud acknowledges said instrument to be of the free act and deed of said corporation and that she has authority to sign said instrument without affixing the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal at Boise. Idaho , the day and year last above written. My commission expires October 26 , 2011A` 6 -41AX-Lej Jody O on d Notary Public dDONAL° 00 O/AIRY • sf 013,V 44 dpA Of 10 STATE OF IDAHO ) . ss. COUNTY OF Ada ) On this 13th d.y of ate, 2010, before me, the undersigned notary public for said state, personally appeared , 1147.1 -pi )known to me to be the MANAGER of HIGH DESERT PARTNERS, LLC, the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same on behalf of said limited liability company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. r III 7-) A„„, i 00.....glq. z -----,s, ,, , A.., ., All.- 4P •• \ dilk i 11 t e.�0,AR), I \--Andrea\ . Doe • ..• G1 NOTARY PUBLIC in and for the State PU8v1 �p of Idaho, residing at Boise CF My commission expires May 16, 2013 EXHIBIT "B" Bond# 105392090 BOND FOR SECURITY OF LABORERS AND MATERIALMEN WHEREAS, the City Council of the City of Beaumont, State of California, and High Desert Partners, LLC (hereafter designated as "the Principal") have entered into an agreement whereby the Principal agrees to install and complete certain designed public improvements, which agreement,dated ,20 ,and identified as project Prologis Park Beaumont, is hereby referred to and made a part hereof;and WHEREAS, under the terms of the said agreement,the Principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Beaumont to secure the claims to which reference is made in Title 15 (commencing with Section 3082)of Part 4 of Division 3 of the Civil Code of the State of California. NOW, THEREFORE, the Principal and the undersigned as corporate surety, are held firmly bound unto the City of Beaumont and all contractors, subcontractors, laborers, materialmen, and other persons employed in the performance of the said agreement and referred to in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code in the sum of Two Million Four Hundred Two Thousand Five Hundred and 00/100dollars ($2.402.500.00), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof,costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 15 (commencing with Section 3082)of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Should the condition of this bond be fully performed, then this obligation shall become null and void,otherwise it shall be and remain in full force and effect. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change,extension, alteration, or addition. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named,on May 1761,2010. PRINCIPAL: High Desert Partners,LLC, SURETY: Travelers Casualty and Surety a Delaware limited liability company Company of America By , '--. By (-4•12:440 Jek Crki470_ Tide —i soi--• Tide Robin Stroud Attorney-In-Fact WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER • .A► POWER OF ATTORNEY TRAVELERSJ Farmington Casualty Company St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Company St.Paul Mercury Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. Travelers Casualty and Surety Company Seaboard Surety Company Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company Attorney-In Fact No. 216274 Certificate No.0 0 2 7 3 7 5 5 4 KNOW ALL MEN BY THESE PRESENTS:That Seaboard Surety Company is a corporation duly organized under the laws of the State of New York,that St.Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company and St.Paul Mercury Insurance Company are corporations duly organized under the laws of the State of Minnesota,that Farmington Casualty Company,Travelers Casualty and Surety Company,and Travelers Casualty and Surety Company of America are corporations duly organized under the laws of the State of Connecticut,that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland,that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa,and that Fidelity and Guaranty Insurance Underwriters,Inc.is a corporation duly organized under the laws of the State of Wisconsin(herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint Allan Ranstrom,Kim H.Ward,Vicki Goicoechea,Tina Coleman,Colleen B.Thompson,Philip S.Walter,Robin Stroud,and Sally Stopczynski of the City of Boise ,State of Idaho ,their true and lawful Attorney(s)-in-Fact. each in their separate capacity if more than one is named above,to sign,execute,seal and acknowledge any and all bonds,recognizances,conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of.guaranteeing the fidelity of persons,guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required orr in ar a1ions t�ceedings allowed by law. �, .. ,,, . '- �+�� - IN WITNESS WHEREOF,the Compgtliq have caused this Inst to'be ne and thg corporate seals to be hereto affixed,this I Oth da of December 1L000U n t. `�,3 - . Farmington Casualty Company',.. a,*x:, St.Paul Guardian Insurance Company Fidelity and Guaranty irttnc t o pau ) St.Paul Mercury Insurance Company Fidelity and Guaranty Insure Underwriters,Inc. Travelers Casualty and Surety Company Seaboard Surety Company Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company ZItt ''''' ' ...et°Saw). x08.-4 %t'M--!YSO %Mtvs tr•o ;L►I6�o 7ti� - oR� °n `r o woo\ /0"41eirt if — ';4 40, O Ift2i 192 ' G .� . _,I. - iiA iss� cy�► � , SEALo%# o ; 3ELLS itICD$ *,4 State of Connecticut By: City of Hartford ss. Georg Thompson, 'ice President On this the 10th dayof December 2008 before me personally appeared George W.Thompson,who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc.. Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company.Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company,and that he.as such,being authorized so to do,executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. aTEN ert In Witness Whereof,I hereunto set my hand and official seal. Z Nc( Vw� N G . My Commission expires the 30th day of June,2011. * ptj ,sp * Marie C.Tetreault.Notary Public PS. 58440-5-07 Printed in U.S.A. WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER ACKNOWLEDGEMENT OF SURETY (Attorney-in-Fact) STATE OF IDAHO COUNTY OF CANYON) ss On this I 1 day of ' 010 before me, a notary public in and for said County, personally appeared Robin S ud to me personally known and being by me duly sworn, did say, that she is the Attorney-in-Fact of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a corporation of Connecticut, created, organized and existing under and by virtue of the laws of the Connecticut, that the said instrument was executed on behalf of the said corporation by authority of its Board of Directors and that the said Robin Stroud acknowledges said instrument to be of the free act and deed of said corporation and that she has authority to sign said instrument without affixing the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal at Boise. Idaho , the day and year last above written. My commission expires //��, October 26 , 2011 (� Jody 'D ,9 V onald Notary Public a p0 ALO 40 0Q Q 'tPAY 0 0 �i V M pVO IV'PpATB 0,, '•n....a0`N STATE OF IDAHO ) . ss. COUNTY OF Ada ) On this 18th y of Ma , 2010, before e, the undersigned notary public for said state, personally appeared i own to me to be the MANAGER of HIGH DESERT PARTNERS, LLC, the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same on behalf of said limited liability company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. i (: I (._ ! . Y �TA$r Andrea C. Doe �`�- NOTARY PUBLIC in and for the State G of Idaho, residing at Boise �UBI.t • My commission expires May 16, 2013 4P 0 it S'OF %c• II