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HomeMy WebLinkAboutContracts & Agreements_57-2022CITY OF REDLANDS REIMBURSEMENT AGREEMENT FOR PUBLIC IMPROVEMENT This reimbursement agreement ("Agreement") is made and entered into this 19th day of April, 2022, by and between First Industrial, L.P. ("FILP"), and the City of Redlands, a California municipal corporation and general law city ("City"). FILP and City are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS: WHEREAS, FILP is the owner and developer of certain real property in the county of San Bernardino, located at 27358 Pioneer Avenue, for which FILP proposes to construct a warehouse facility known as the First Pioneer Logistics Center (the "Project"); and WHEREAS, in connection with the development of the Project, FILP proposes to relocate a twenty-four inch (24") sanitary sewer connection system trunk line (the "Trunk Line") on the Property; and WHEREAS, in late December, 2021, City completed an update to its City-wide Wastewater System Master Plan ("Master Plan") which contemplates upsizing the Trunk Line to a thirty-six inch (36") trunk line to provide for future growth (the "Public Improvement"); and WHEREAS, the Parties recognize that it is in their best interests at this time to not relocate the existing Trunk Line on the Property but, instead, to coordinate the design, construction and installation of the Public Improvement so as to efficiently implement City's Master Plan and to avoid duplication of work; and WHEREAS, for the Public Improvement, City will reimburse FILP for upsizing the Trunk Line from twenty four inches (24") to thirty-six inches (36") (the "Reimbursement Amount"), subject to certain limitations discussed herein under; and WHEREAS, the Parties desire to enter into this Agreement to effectuate the terms of City's reimbursement to FILP; NOW, THEREFORE, in consideration of the mutual promises contained herein, the City of Redlands and First Industrial Realty Trust, Inc. agree as follows: AGREEMENT: Section 1. Incorporation of Recitals. The Parties hereby agree that the above recitals are true and correct and are therefore incorporated herein by reference. Section 2. Design of Public Improvement. Subject to reimbursement as set forth herein, FILP shall be solely responsible for the design of the Public Improvement plans in accordance with all local, state, and federal laws and regulations, including all costs and expenses therefor. Prior to initiation of construction and installation, FILP shall submit the plans and specifications for approval by City for the review and ultimate acceptance of legal title to the Public Improvement. FILP shall be solely responsible for obtaining all required federal, state and 1 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn local permits and approvals. The plans and specifications for the Public Improvement shall be approved by the City Engineer of City, subject to his/her sole and absolute discretion. Section 3. Construction and Installation of the Public Improvement. Subject to reimbursement as set forth herein, FILP shall be solely responsible for construction and installation of the Public Improvement in accordance with all local, state, and federal laws and regulations, as well as coordinating with the staff of City to arrange the required inspection of the Public Improvement, including all costs and expenses therefor. City may, but shall not be legally obligated to, monitor the contracting process, and may, but shall not be obligated to, assist FILP where appropriate. Section 4. Award of Contracts. FILP shall exercise due diligence in contracting for construction and installation of the Public Improvement within a reasonable period of time following execution of this Agreement. FILP shall be solely responsible awarding contracts for construction and installation of the Public Improvement in compliance with applicable federal, state, and local laws, rules and regulations. Section 5. Bonds. Prior to the commencement of construction of the Public Improvement, FILP shall cause the contractor to provide FILP with a faithful performance bond and a payment bond (and accompanying multiple obligee rider) substantially in the forms set forth in Exhibits "A" and "B," in an amount equal to no less than 100% of the total cost of the Public Improvement. The bonds must be provided by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business in the State of California and reasonably satisfactory to City. The faithful performance and payment bonds must also expressly list FILP and City as dual -obligees thereunder. Section 6. Billings; Records. FILP shall be responsible for paying all charges within the time required by state law. FILP shall maintain complete and accurate records with respect to all costs and expenses pursuant to this Agreement. All such records shall be clearly identifiable. FILP shall allow a representative of City, during normal business hours to examine, to audit and make transcripts or copies of such records and any other documents, proceedings, and activities related to the Agreement for a period of three (3) years from the termination of this Agreement. Section 7. Inspection and Transfer of Public Improvement. Without modifying or limiting FILP's obligations under this Agreement, City shall inspect and test the Public Improvement. City shall have access to the Public Improvement site at all times to conduct any tests or inspections. City's inspection rights shall not exceed twenty (20) days from completion of the same. Thereafter, unless the City has objected to the design, development, and construction of such Public Improvement, such design, development, and construction shall be deemed approved. FILP shall require its employees, contractors and agents to comply with all instructions given by the City during inspection or construction of the Public Improvement. Any deficiencies in the Public Improvement shall be corrected by FILP at its sole cost and expense. Upon completion of the Public Improvement to the satisfaction of City, the Public Improvement shall be 2 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn presented to City for dedication and acceptance. City shall accept the Public Improvement ("Public Improvement Acceptance") if it determines that it was constructed in accordance with approved plans, specifications and contract documents, that it operates satisfactorily, all unconditional waivers and releases of mechanics' liens have been provided, and that all other requirements of this Agreement have been satisfied. Upon acceptance of the Public Improvement, FILP shall assign to City all of FILP's rights and remedies, including warranties, as set forth in the approved contract documents. FILP will be required to convey title to the Public Improvement to City. The form of said title shall be determined by City. Section 8. Liability for Public Improvement Prior to Public Improvement Acceptance. Until the Public Improvement Acceptance, FILP shall be solely responsible for all damage to the Public Improvement, regardless of cause, and for all damages or injuries to any person or property at the work site, except damage or injury due to the sole or active negligence or willful misconduct of City, its agents or employees. Section 9. Guarantee. FILP shall guarantee all work and materials for the Public Improvement to be free from all defects due to faulty materials or workmanship for a period of one (1) year after the date of the Public Improvement Acceptance. FILP shall repair or remove and replace any and all such work, together with any other work which may be displaced in so doing, that is found to be defective in workmanship or materials within the one-year period, without any expense whatsoever to City. In the event FILP fails to comply with the above -mentioned provisions within thirty (30) days after being notified in writing (or in cases of emergency, immediately), City shall be authorized to proceed to have the defects remedied and made good at the sole cost and expense of FILP, who is hereby contractually bound to pay the costs and charges therefor immediately upon demand. Such action by City will not relieve FILP of the guarantee required by this section. This section shall not, in any way, limit the liability of FILP or any other party for any latent and patent design or construction defects in the work subsequently discovered by City. Section 10. Terms of Reimbursement. A. Upsize Cost Reimbursement. The Parties agree that the cost for upsizing the twenty four inch (24") Trunk Line to a thirty six inch (36") trunk line is an amount not to exceed one hundred eighty eight thousand five hundred sixty two dollars ($188,562), and City shall have no obligation to pay FILP any sum in excess of the maximum reimbursement amount. B. Reimbursement Procedures. (i) Upon Public Improvement Acceptance, FILP shall submit a written request for the reimbursement to City for review and approval. The request shall include any document, requirement, evidence, or information in FILP's possession or under FILP's control that City may reasonably request with regard to the Public Improvement and Public Improvement Acceptance. This includes without 3 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn limitation, copies of the notice to proceed with the Public Improvement, notice of completion of the Public Improvement, any and all contracts and change orders entered into to complete the design and construction of the Public Improvement, invoices and checks for payment of the design and construction of the Public Improvement, and any and all other documents required by this Agreement. The City will review and approve, if acceptable, the reimbursement requests within thirty (30) calendar days following the date of submittal. If the reimbursement request is deemed complete and in compliance with the provisions of this Agreement, City will remit payment to FILP within the said thirty (30) calendar days following the reimbursement request being approved by City. (ii) Upon payment of the reimbursement amount, City shall have no further financial obligation to FILP and FILP shall be entitled to no further compensation, payment, or reimbursement of any kind from City for the Public Improvement. Section 11. Term. This Agreement shall expire upon full payment of the Reimbursement Amount, unless earlier terminated as provided herein; provided however, that the indemnification and insurance provisions contained herein shall survive termination of this Agreement and continue to govern the Parties. FILP waives any right to reimbursement for the installation of the Public Improvement except as contained in this Agreement. Section 12. Standard of Care; Safety. FILP shall ensure that all work on the Public Improvement is performed in strict compliance with City -approved plans, specifications and contract documents. FILP shall also ensure that all work is performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals and contractors in the same discipline in the State of California. FILP shall procure the services of professionals and contractors skilled in the professional calling necessary to design and construct the Public Improvement. All employees and subcontractors working on the Public Improvement shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform such work on the Public Improvement, and all such licenses and approvals shall be maintained throughout the term of their work on the Public Improvement. FILP shall ensure that it and its consultants and contractors execute and maintain their work so as to avoid injury or damage to any person or property. In carrying out their work, they shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Any employee who is determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Public Improvement, a threat to the safety of persons or property, or any employee who fails or refuses to perform his or her work in a manner acceptable to City, shall be promptly removed from the Public Improvement. Section 13. Indemnification. FILP shall defend (with counsel of City's choice), indemnify and hold City, and its elected and appointed officials, officers, consultants, employees 4 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn and agents free and harmless from any and all claims, liabilities, losses, costs, expenses, damages or injuries to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of FILP, its members, officials, officers, employees, agents, consultants and contractors arising out of or in connection with this Agreement or the design, construction or installation of the Public Improvement, including without limitation, the payment of all attorneys' fees and other related costs and expenses however caused, regardless of whether the allegations are false, fraudulent, or groundless, and regardless of any negligence of City or its officers, employees, or authorized volunteers (including passive negligence), except the sole negligence or willful misconduct or active negligence of City or its officials, officers, employees, or authorized volunteers.. At a minimum, this indemnification provision shall apply to the fullest extent of any warranty or guarantee implied by law or fact, or otherwise given to FILP by FILP's design consultant(s) or contractor(s) for the Public Improvement. In addition, this indemnity provision and any such warranties or guarantees shall not limit any liability under law of such consultants or contractors. Without limiting the foregoing, this indemnity shall extend to any claims arising because FILP has failed to properly secure any necessary easements, land rights, contracts or approvals. FILP's obligation to indemnify shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, officers, employees, or agents. Section 14. Control and Payment of Subordinates; Independent Contractor. All work on the Public Improvement shall be performed by FILP or under its supervision. FILP and its consultants will determine the means, methods and details of performing the work subject to the requirements of this Agreement. City retains FILP on an independent contractor basis and not as an employee. FILP retains the right to perform similar or different work for others during the term of this Agreement. Any additional personnel performing the work under this Agreement on behalf of FILP shall also not be employees of City, and shall at all times be under the exclusive direction and control of FILP or its consultants. All wages, salaries and other amounts due such personnel in connection with their performance of work under this Agreement and as required by law shall be paid by FILP or its consultants and contractors. Such entities shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Section 15. Termination. In the event either Party defaults in the performance of any of its obligations under this Agreement, or materially breaches any of the provisions of this Agreement, the other Party shall have the option to terminate this Agreement upon thirty (30) days prior written notice to the defaulting Party. Section 16. Record Drawings. Prior to acceptance of the Public Improvement by the City, FILP shall provide City with one copy of record drawings certified by a licensed engineer in the State of California as to accuracy and completeness. FILP shall be solely responsible and liable for insuring completeness and accuracy of the record drawings. 5 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn Section 17. City Officers and Employees. No officer or employee of City shall be personally liable to FILP or any successor -in -interest in the event of any default or breach by City or for any amount which may become due to FILP or to its successor or for breach of any obligation of the terms of this Agreement. Section 18. Insurance. Insurance required by this Agreement shall be maintained by FILP throughout the term of this License. FILP shall not perform any work on the Property unless and until the required insurance listed below is obtained by FILP. FILP shall provide City with certificates of insurance and endorsements evidencing such insurance prior to FILP's entry onto the Property. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City. A. Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that FILP is self -insured or exempt from the workers' compensation laws of the State of California. FILP shall provide City with Exhibit "C," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference. B. FILP shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. C. FILP shall secure and maintain business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all FILP owned vehicles used in connection with FILP's provision of the services provided for the installation of a stream gauge station on the Property, hired and non -owned vehicles, and employee non -ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. Section 19. Notice. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: CITY: FILP: City Clerk Michael Goodwin, Director of Development 6 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn City of Redlands 35 Cajon Street P.O. Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org Phone: (909) 798-7531 First Industrial, L.P. 898 N. Pacific Coast Highway, Suite 175 El Segundo, CA 90245 mgoodwin@firstindustrial.com Phone: (310) 414-5400 Section 20. Labor/Prevailing Wages. FILP is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., and the implementing regulations promulgated thereunder (collectively, "Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements if it is determined that the FILP's contract(s) with its contractor(s) to construct the Public Improvement are "public works" contracts under the Prevailing Wage Laws. It is the responsibility of FILP to ensure that each contractor and subcontractor hired to construct the Public Improvement comply with all applicable requirements of the Prevailing Wage Laws. FILP agrees to defend, indemnify, and hold City and its officials, officers, employees and agents free and harmless from any claim or liability including, without limitation, damages, penalties, attorneys' fees and court costs, arising from any failure or alleged failure to comply with these provisions of the Labor Code, including the Prevailing Wage Laws. Section 21. FILP Assignment. In no event shall FILP assign or transfer any portion of this Agreement without the prior express written consent of City, which consent may be given or withheld in City's sole discretion; provided, however, FILP shall be permitted to absolutely or collaterally assign its right to receive payments hereunder to any person or entity who acquires all or any part of the Property or who makes a loan secured by all or any part of the Property. Section 22. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 23. Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. Section 24. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. Section 25. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. 7 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn Section 26. Attorneys' Fees. In the event any action is commenced to enforce or interpret the terms or provisions of this Agreement the prevailing Party shall, in addition to cost and any other relief, be entitled to recover its reasonable attorneys" fees, including fees for a Party's use of in-house counsel. Section 27. General Provisions. A. Except as otherwise provided herein, the terms, conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns, and successors of the Parties. B. 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 rights or remedies provided for herein. C. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. D. 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. E. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 8 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn IN WITNESS WHEREOF, duly authorized representatives of City and FILP have signed in confirmation of this Agreement. CITY OF REDLANDS 2 Paul T. Barich, Mayor ATTEST: onaldson, City C erk FIRST INDUSTRIAL, L.P., a Delaware limited partnership By: First Industrial Realty Trust, Inc., a Maryland corporation Michael Goodwin, Director of Development 9 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn EXHIBIT "A" FAITHFUL PERFORMANCE BOND Whereas, the City of Redlands ("City"), State of California, and First Industrial, L.P. (hereinafter designated as "Principal") have entered into an agreement dated April 19, 2022 ("Agreement), which is hereby referred to and made a part hereof whereby Principal agrees to install and complete certain designated public improvements (the "Work") for ; and Whereas, under the terms of the Agreement, Principal is required before commencing the performance of the Work, to furnish a good and sufficient Faithful Performance bond with the City for the faithful performance of the Agreement; Now, therefore, we, Principal and the undersigned, as corporate Surety, are held and firmly bound unto the City in the penal sum of ($ ) lawful money of the United States, for the payment of which sum we bind ourselves, and our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. The condition of this obligation is such that if the above bounded 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 Agreement and any alteration thereof made as therein provided, on his or its 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 faithfully fulfill the one-year guarantee of all materials and workmanship, and shall defend, indemnify and save harmless the City and its elected officials, 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 a 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 attorneys' fees, incurred by the City in successfully enforcing such obligations, all to be taxed as costs and included in the judgment rendered. As a condition precedent to the satisfactory completion of the Agreement, the above obligation shall hold good for a period of one (1) year or longer if required by the Agreement after the acceptance of the Work by the City, during which time if Principal shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage made evident during this period from the date of completion of the Work, and resulting from or caused by defective materials or faulty workmanship, the above obligation in penal sum thereof shall remain in full force and effect. The obligations of Surety hereunder shall continue so long as any obligation of Principal remains. Whenever Principal shall be, and is declared by the City to be, in default under the Agreement, the City having performed the City obligations thereunder, the Surety shall promptly remedy the default, or shall promptly, at the City's option: 10 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx jn 1. Complete the Agreement in accordance with its terms and conditions; or 2. Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions, and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a contract between such bidder and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Work less the balance of the Agreement price, but not exceeding, including other costs and damages for which Surety may be liable hereunder, the amount set forth above. The term "balance of the Agreement price," as used in this paragraph, shall mean the total amount payable to Principal by the City under the Agreement and any modifications thereto, less the amount previously properly paid by the City to Principal. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by Principal. Surety shall not utilize Principal in completing the Work nor shall Surety accept a bid from Principal for completion of the Work if the City, when declaring Principal in default, notifies Surety of the City's objection to Principal's further participation in the completion of the Work. No right of action shall accrue on the bond to or for the use of any person or corporation other than the City named herein or the successors or assigns of the City. Any suit under this bond must be instituted within the applicable statute of limitations period. Surety, for value received, 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. No final settlement between the City and Principal shall abridge the right of any beneficiary hereunder whose claim may be unsatisfied. Principal and Surety agree that if the City is required to engage the services of any attorney in connection with the enforcement of this bond, each shall pay the City's reasonable attorneys' fees incurred, with or without suit, in addition to the above sum. 11 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn In witness whereof, this instrument has been duly executed by Principal and Surety above named, on , 2022. (SEAL) First Industrial, L.P. a Delaware limited partnership (SEAL) (Principal) (Surety) BY: (Signature) Michael Goodwin, Director (Signature) of Development Address: (Seal and Notarial Acknowledgment of Telephone ( ) Surety) 12 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx jn EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. FIRST INDUSTRIAL, L.P., a Delaware limited partnership By: FIRST INDUSTRIAL REALTY TRUST, INC., a Maryland corporation By: Michael Goodwin, Director of Development 15 L:\ca\djm\Agreements\First Industrial Reimbursement Agreement.docx.jn Date: Bond CMS0344295 EXHIBIT B WARRANTY BOND KNOW ALL PERSONS BY THESE PRESENTS, that WHEREAS, the City Of Redlands, (hereinafter referred to as "City") and First Industrial, L.P. , (hereinafter referred to as "Principal") have entered into a _Reimbursement ("Contract") for the First Pioneer [describe the project or work]; and #13527 - Relocate and upsize City of Redlands trunk sewer line onsite to clear new building WHEREAS, Principal is required under the terms of the Agreement to furnish warranty security for the work performed pursuant to the Agreement in the amount of Seventy- ive Thousand Six - Hundred Twenty -Three and 30/100Dollars ($ 75,623.30) to guarantee replacement and repair of the improvements as described in the Agreement for a period of two year following the date of recordation, dated �12/2022 , of the notice of acceptance of the Improvements, against any defective work or labor done, or defective materials furnished; NOW; THEREFORE, we, the Principal, and RLI Insurance Company as Surety are held and firmly bound unto the. City in the penal sum of Seventy -Five Thousand Six- ($75,623.30 )money Hundred Twenty -Three and 30/100 Dollarslawful of the United States, being not less than ten percent (10%) of the amount payable by the terms of the Contract, for the payment of which sum well and truly to be made we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents. The condition of this obligation is such that if Principal shall indemnify City for all loss that City may sustain by reason of any defective materials or workmanship which become apparent during the period of two year from and after acceptance of the improvements by the City Council of City, then this obligation shall be null and void; otherwise, this obligation shall remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees incurred by City in successfully enforcing the obligation, all to be taxed as costs and included in any judgment rendered. Surety's obligations hereunder are independent of the obligations of any other surety for the performance of the Contract; and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them. without impairing the City's rights against the others. No right of action shall accrue on this bond to or for the use of any person or corporation other than the City or its successors or assigns. Surety shall provide City with thirty (30) days written notice of Principal's default prior to Surety terminating, suspending or revoking the bond. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or to the work to be performed thereunder or the Specifications Bond CMS0344295 accompanying the same shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the work or to the Specifications. IN WITNESS WHEREOF, the above -bound parties have executed this instrument under their seals this l4th day of October , 2022, the name and corporate seal of each corporate body being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. First Industrial, L.P. (Principal) By SaN Signature ce o Print Name CiO Title Note: To be signed by Principal and Surety and acknowledgment and notarial seal attached. RLI insurance Company (Surety) 9025 N. Lindbergh Drive (Address) Peoria, IL 61615 By Signature Kesha Greene Print Name Attorney -in -Fact Attorney In Fact Title POWER OF ATTORNEY RLI Insurance Company Contractors Bonding and Insurance Company 9025 N. Lindbergh Dr. Peoria, IL 61615 Phone: 800-645-2402 Know All Men by These Presents: That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed, but may be detached by the approving officer if desired. That RLI Insurance Company and/or Contractors Bonding and Insurance Company, each an Illinois corporation, (separately and together, the "Company") do hereby make, constitute and appoint: Michele Grogan, Ann Higgins, Kesha Greene, Danielle Schmitt, Kelsey Ratcliffe, jointly or severally in the City of Minneapolis , State of Minnesota its true and lawful Agent(s) and Attorney(s) in Fact, with full power and authority hereby conferred, to sign, execute, acknowledge and deliver for and on its behalf as Surety, in general, any and all bonds and undertakings in an amount not to exceed Twenty Five Million Dollars ( $25,000,000.00 ) for any single obligation. The acknowledgment and execution of such bond by the said Attorney in Fact shall be as binding upon the Company as if such bond had been executed and acknowledged by the regularly elected officers of the Company. RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have each further certified that the following is a true and exact copy of a Resolution adopted by the Board of Directors of each such corporation, and is now in force, to -wit: "All bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have caused these presents to be executed by its respective Vice President with its corporate seal affixed this 8th day of March , 2021 State of Illinois } SS County of Peoria On this 8th day of March 2021 , before me, a Notary Public, personally appeared Barton W. Davis , who being by me duly sworn, acknowledged that he signed the above Power of Attorney as the aforesaid officer of the RLI Insurance Company and/or Contractors Bonding and Insurance Company and acknowledged said instrument to be the voluntary act and deed of said corporation. By: Catherine D. Glover CATHERINE D. GLOVER . r Y OFFICIAL SEAL f NotaryPublic - State of IllinossMy Commission Expires ®' March 24, 2024 Notary Public RLI Insurance Company Contractors Bonding and Insurance Company By: Barton W. Davis CERTIFICATE Vice President I, the undersigned officer of RLI Insurance Company and/or Contractors Bonding and Insurance Company, do hereby certify that the attached Power of Attorney is in full force and effect and is irrevocable; and furthermore, that the Resolution of the Company as set forth in the Power of Attorney, is now in force. In testimony whereof, I have hereunto set my hand and the seal of the RLI Insurance Co i and/or Coi act rs ondin 'T d Insurance Company this dayof V V11 RLI Insurance Company Contractors Bonding and Insurance Company By: Jeffrey DCFic1 1/1A1 Corporate Secretary 227296/0202/2 A0058D19 STATE OF Minnesota County of Hennepin On this I Le - appeared Kesha Greene day of ACKNOWLEDGMENT BY SURETY ss. RLI Insurance Company 2621, , before me personally , known to, me to be the Attorney -in -Fact of , the corporation that executed the within instrument, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, at my office in the aforesaid County, the day and year in this certificate first above written. D:Ai H: LLE 11 SCHP✓1!IT Nc'_=.-y Public ;gate of f iinnesora foy !'^i^i(lisiii')n Expires Jmu?r'. 1 . ].'.i'1 NotdtSPublic in the State of Minnesota County of Hennepin S-0230/GE 10/99 XDF ILLINOIS NOTARY ACKNOWLEDGEMENT (CORPORATION) State of Illinois County of L 00 V. This instrument was acknowledged before me on November 2$/2022 (Date) by �Cb tkJ ( (Name of Officer or Agent, Title of Officer or Agent) of FfInd(kcir 1 at aP, (Name of Corporation Acknowledging) a De. i G (Jll ar 6 (State or Place of Incorporation) corporation, on behalf of the corporation. Signature of Notary blic nve6+rU( Admini&+rU.Or Title or Rank My Commission Expires: d 2.1 22.12.G Copyright © 2018 NotaryAcknowledgement.com. All Rights Reserved. (Seal) SHELBE JONES OFFICIAL SEAL Notary Public, State of Illinois My Commission Expires February 22, 2026