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1 Ali Salamirad (SBN 209043)
Neda Cate (SBN 274971)
2 SMTD LAW LLP
17901 Von Karman Avenue, Suite 500
3 Irvine, California 92614
(949) 537-3800; (949) 537-3822 (f)
4 as@smtdlaw.com
ncate@smtdlaw.com
5
Attorneys for Plaintiff
6 Developers Surety and Indemnity Company
7
8
9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF LOS ANGELES – POMONA COURTHOUSE SOUTH
11
12 DEVELOPERS SURETY AND INDEMNITY Case No.
COMPANY, a California corporation,
13 Unlimited Jurisdiction
Plaintiff,
14 DEVELOPERS SURETY AND
v. INDEMNITY COMPANY’S
15 COMPLAINT FOR MONEY
STANCE CONSTRUCTION COMPANY; DAMAGES, SPECIFIC
16 AHMAD ELRABAA; and DOES 1 through ENFORCEMENT, AND
100, inclusive, INJUNCTIVE RELIEF
17
Defendants.
18
19
20 Plaintiff Developers Surety and Indemnity Corporation (referred to as “Developers” or the
21 “Surety”) files this complaint (“Complaint”) against defendants Stance Construction Company,
22 Ahmad Elrabaa, and DOES 1 through 100, inclusive (collectively referred to as the “Defendant
23 Indemnitors”), and alleges as follows:
24 PARTIES
25 1. Developers is, and at all times mentioned herein was, a corporation incorporated
26 under the laws of the State of California, with its principal place of business in Irvine, California.
27 Developers is, and at all times mentioned herein was, qualified and authorized to transact
28 business in the State of California as a surety.
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A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR
PARTN ER SHIP
MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF
1 2. Developers is informed and believes, and thereon alleges, that defendant Stance
2 Construction Company (“Stance”) is now, and at all times mentioned herein was, a California
3 corporation with its principal place of business in the County of San Bernardino at 5314 Mariner
4 Lane, Chino, California 91710.
5 3. Ahmad Elrabaa (“Elrabaa”) is an individual citizen of the State of California who
6 may be served with process at his residence located at 18929 Amberly Place, Rowland Heights,
7 California 91748.
8 JURISDICTION AND VENUE
9 4. Jurisdiction is properly vested in the Superior Court of the State of California,
10 unlimited jurisdiction, because Developers seeks damages in an amount according to proof at trial
11 in excess of $25,000.00.
12 5. Venue is proper in this Court because defendant Elrabaa resides in this judicial
13 district of the County of Los Angeles.
14 GENERAL ALLEGATIONS
15 6. On or about January 11, 2023, as partial consideration for and to induce
16 Developers to issue surety bonds for and on behalf of Stance (the “Bonds”), Defendant
17 Indemnitors, and others, executed a General Agreement of Indemnity (the “Indemnity
18 Agreement”), in favor of Developers under which they promised to completely indemnify and
19 hold Developers harmless from “any and all Losses, as well as any other expense,” including
20 attorneys’ fees and costs incurred by Developers, as a result of having issued the Bonds. A true
21 and correct copy of the Indemnity Agreement is attached hereto as Exhibit 1 and incorporated
22 herein by reference.
23 7. Under the express terms of the Indemnity Agreement, “Losses” are defined as:
24 [A]ny and all (a) sums paid by Surety to claimants under the Bonds,
(b) sums required to be paid to claimants by Surety but not yet, in
25 fact, paid by Surety, by reason of execution of such Bonds, (.) all
costs and expenses incurred in connection with investigating,
26 undertaking the performance of obligations, arranging for and/or
completion of work, paying or litigating any claims under the
27 Bonds, including but not limited to consultant and legal fees and
expenses, technical and expert witness fees and expenses, (d) all
28 costs and expenses incurred in connection with enforcing the
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A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR
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MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF
1 obligations of the Indemnitors under this Agreement including, but
not limited to interest, consultant and legal fees and expenses, (e)
2 all accrued and unpaid premiums owing to Surety for the issuance,
continuation or renewal of any Bonds and/or (f) all other amounts
3 payable to Surety according to the terms and conditions of this
Agreement.
4
5 Exhibit 1, p. 1.
6 8. Under the Indemnity Agreement, the Defendant Indemnitors agreed that
7 “voucher(s), or other evidence of any such payment(s) made by the Surety shall be prima facie
8 evidence of the fact and amount of the liability to the Surety, and of the Surety’s good faith in
9 making the payment(s).” Exhibit 1, p. 1, ¶ 2.
10 9. The Defendant Indemnitors further agreed to provide Developers with the right to
11 access and copy the Defendant Indemnitors’ books and records:
12 Until the Surety determines all liability under all Bonds is
terminated or until it is fully reimbursed all amounts due to it under
13 this Agreement and any other agreement, the Surety shall have the
right of reasonable access to the books, records and accounts of
14 Indemnitors for the purpose of inspection, copying or reproduction.
15 Exhibit 1, p. 2, ¶ 6.
16 10. Further, by execution of the Indemnity Agreement, the Defendant Indemnitors
17 obligated themselves to fully collateralize Developers, by making a deposit of collateral security
18 if losses were either incurred or anticipated to be incurred by Developers as a result of having
19 issued the Bonds:
20 In lieu of fully collateralizing the Bonds prior to their issuance and
in consideration for the execution and/or delivery of one or more
21 Bonds, the Indemnitors agree to deposit with the Surety, upon
demand, an amount of money or other collateral security acceptable
22 to the Surety, as soon as liability exists or is asserted against the
Surety, whether or not the Surety shall have made any payment
23 therefor, equivalent to such amount that the Surety, in its sole
judgment, shall deem sufficient to discharge any Losses or to
24 protect it from any potential or anticipated Losses.
25 Exhibit 1, p. 2, ¶ 4.
26 11. In reliance upon the Defendant Indemnitors’ promises and obligations under the
27 Indemnity Agreement, on or around March 22, 2023, Developers issued Payment Bond and
28 Performance Bond Number PPD0100661 on behalf of Stance, as principal, and the City of
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A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR
PARTN ER SHIP
MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF
1 Anaheim, as obligee, in connection with public works project commonly referred to as Concrete
2 Facilities Removal and Replacement - Citywide Phase 9 (“Anaheim Bonds”). A true and correct
3 copy of the Anaheim Bonds are attached hereto as Exhibit 2 and incorporated herein by this
4 reference.
5 12. In reliance upon the Defendant Indemnitors’ promises and obligations under the
6 Indemnity Agreement, on or around April 19, 2023, Developers issued Payment Bond and
7 Performance Bond Number PPD0100698 on behalf of Stance, as principal, and State of
8 California Department of Transportation, as obligee, in connection with Contract No. 12-OU4204
9 (“Caltrans Bonds”). A true and correct copy of the Caltrans Bonds are attached hereto as
10 Exhibit 3 and incorporated herein by this reference.
11 13. In reliance upon the Defendant Indemnitors’ promises and obligations under the
12 Indemnity Agreement, on or around April 26, 2023, Developers issued Payment Bond and
13 Performance Bond Number PPD0101403 on behalf of Stance, as principal, and City of Fontana,
14 as obligee, in connection with the public works project commonly referred to as “Concrete
15 Maintenance Project SB-107-PW-23” (“Fontana Bonds”). A true and correct copy of the Fontana
16 Bonds are attached hereto as Exhibit 4 and incorporated herein by this reference.
17 14. In reliance upon the Defendant Indemnitors’ promises and obligations under the
18 Indemnity Agreement, on or around May 16, 2023, Developers issued Payment Bond and
19 Performance Bond Number PPD0101420 on behalf of Stance, as principal, and City of West
20 Hollywood, as obligee, in connection with the public works project commonly referred to as
21 “Concrete Repair Program, CIP 2302 Project” (“West Hollywood Bonds”). A true and correct
22 copy of the West Hollywood Bonds are attached hereto as Exhibit 5 and incorporated herein by
23 this reference.
24 15. The Anaheim Bonds, Caltrans Bonds, Fontana Bonds and West Hollywood Bonds,
25 along with any and all other surety bonds issued by Developers for or on behalf of the Defendant
26 Indemnitors, are collectively referred to herein as the “Bonds.”
27 16. After the Bonds were issued, Stance failed to satisfactorily perform its contractual
28 obligations and/or discharge indebtedness on the Projects resulting in claims made against the
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A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR
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MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF
1 Bonds (“Claims”), which resulted in Defendant Indemnitors’ “Default” under the express terms
2 of the Indemnity Agreement.
3 17. As a result of the Claims and others, Developers will incur Losses in excess of the
4 jurisdictional limits of this Court.
5 18. Defendant Indemnitors have breached their obligations under the Indemnity
6 Agreement by failing to reimburse, indemnify, collateralize, hold harmless and exonerate
7 Developers and by failing and refusing to give Developers access to their books, records, and
8 accounts.
9 FIRST CAUSE OF ACTION
10 (Breach of Contract Against All Defendant Indemnitors
11 and DOES 1 through 100)
12 19. Developers realleges and incorporates by reference as though set forth in full
13 herein all allegations contained in the previous paragraphs of this Complaint.
14 20. Defendant Indemnitors have failed, and continue to fail to exonerate, indemnify
15 and save Developers from and against all loss as a result of having issued the Bonds, which are
16 Defendant Indemnitors’ express obligations under the clear and unambiguous terms of the
17 Indemnity Agreement.
18 21. Developers has incurred and will continue to incur losses as a result of Defendant
19 Indemnitors’ material breaches of the Indemnity Agreement.
20 22. Because Defendant Indemnitors have breached their obligations under the
21 Indemnity Agreement, Developers has been forced to retain counsel to enforce its rights to
22 payment under the same. The terms of the Indemnity Agreement provide that Developers shall
23 be entitled to charge for any and all disbursements made in good faith in and about the matters
24 contemplated by the Indemnity Agreement. By the terms of the Indemnity Agreement, good faith
25 disbursements includes any and all payments, Losses, attorneys’ fees, and other expenses.
26 THEREFORE, Developers requests a judgment as prayed for below.
27 /////
28 /////
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A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR
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MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF
1 SECOND CAUSE OF ACTION
2 (Specific Performance for Access to Books and Records
3 Against Defendant Indemnitors and DOES 1 through 100)
4 23. Developers realleges and incorporates by reference the allegations contained in the
5 preceding paragraphs of this Complaint.
6 24. Pursuant to Paragraph 6 of the Indemnity Agreement, the Defendant Indemnitors
7 granted Developers the right to access Defendant Indemnitors’ books, records, and accounts for
8 purposes of examining and copying the same.
9 25. In order to resolve the anticipated and actual Losses on Bonds, Developers
10 requires access to Defendant Indemnitors’ books, records, and accounts. Despite repeated
11 demands, Defendant Indemnitors have refused to provide Developers with this agreed upon
12 access.
13 26. Defendant Indemnitors’ books and records are critical to Developers and its ability
14 to resolve the Claims and the failure to provide access is causing and will continue to cause
15 irreparable harm.
16 27. Developers therefore demands specific performance against the Defendant
17 Indemnitors compelling them to make available to Developers all of their records for copying
18 including, but not limited to, books, records, and accounts pursuant to the books and records
19 provision of the Indemnity Agreement.
20 THIRD CAUSE OF ACTION
21 (Quia Timet Against Defendant Indemnitors and DOES 1 through 100)
22 28. Developers realleges and incorporates by reference the allegations contained in the
23 preceding paragraphs of this Complaint.
24 29. Developers reasonably believes that it will incur immediate and substantial losses,
25 costs, damages, attorney’s fees and expenses by reason of, or in consequence of, the Bonds.
26 Developers has already incurred losses in the amount of at least the jurisdictional limit for claims
27 paid to date as a consequence of issuing the Bonds.
28 30. The Defendant Indemnitors are obligated, under the equitable doctrine of Quia
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A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR
PARTN ER SHIP
MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF
1 Timet, to post collateral security with Developers for all losses, costs, damages, attorneys’ fees
2 and expenses incurred by reason of, or in consequence of, the issuance and maintenance of the
3 Bonds.
4 31. Developers is entitled to a prejudgment order requiring Defendant Indemnitors,
5 and each of them, jointly and severally, to post collateral with Developers in an amount sufficient
6 to cover all claims, losses, costs, damages, attorneys’ fees and expenses incurred by reason of, or
7 in consequence of, the issuance and maintenance of the Bonds.
8 THEREFORE, Developers requests a judgment as follows:
9 PRAYER FOR RELIEF
10 WHEREFORE, Developers prays for judgment in this action against Defendant
11 Indemnitors, jointly and severally, and DOES 1 through 100, awarding Developers the following:
12 FIRST CAUSE OF ACTION AGAINST
13 DEFENDANT INDEMNITORS AND DOES 1 THROUGH 100
14 1. Indemnity for the loss or liability incurred as alleged above in an amount to be
15 proven at trial, but no less than the jurisdictional limit;
16 2. Pre-judgment and post-judgment interest on such amount at the maximum legal
17 rate;
18 3. Attorneys’ fees and costs incurred herein; and
19 4. Such other relief as the Court deems just and proper.
20 SECOND CAUSE OF ACTION AGAINST
21 DEFENDANT INDEMNITORS AND DOES 1 THROUGH 100
22 1. For an order of specific performance compelling Defendant Indemnitors, and each
23 of them, to specifically perform by compelling them to make available to Developers all books,
24 records, and accounts as required by the Indemnity Agreement; and
25 2. Such other relief as the Court deems just and proper.
26 THIRD CAUSE OF ACTION AGAINST
27 DEFENDANT INDEMNITORS AND DOES 1 THROUGH 100
28 1. For an order of quia timet, compelling Defendant Indemnitors in the course of this
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A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR
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MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF
1 action to specifically perform by depositing collateral security in an amount reasonably sufficient
2 to protect Developers from claims against the Bonds; and
3 2. For such other and further relief as the Court may deem just and proper.
4 Dated: April 10, 2024 SMTD LAW LLP
5
By:
6 Ali Salamirad
Neda Cate
7 Attorneys for Plaintiff
Developers Surety and Indemnity Company
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A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR
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MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF
EXHIBIT 1
rt.
AmTrust Surety
RECEIVED JAN 172023
AMTRUST SURETY
An AmTrus1 Rnancral Company GENERAL INDEMNITY AGREEMENT
Thls General Indemnity Agreemont (hereina~or "Agreement") is rnadQ and ente((!d lnto by the undersig~d, Mrelnaftor r9ferre<1 to fodlvfdually
afld/or cotleclively, as "'lndemnitors', fOf' the benefit or Oevelopera Surm and lndemnlty Company and/o r CorePointe Insurance Company
and/or Wueo Insurance Company and for IIS8lf, its subsidiat1es, affiliates, pare!'lls, co-sureties, fronting companies and/or reJnsurers and
tfletrsuccessors and assigns, ~e-r in existence now or fonned Mreatter, indlVlc!Ually and co!lect1"ve1y, as ·surety·, for the purpo5e Of
Indemnifying the Surety for any Sood$ (as hereinafter deflried) from ony &nd all Losses (a$ hereinafter defined),
INOEMNrTORS NAMEC HEREIN.
Stance Constrocilon Company
Tahlla Elsherlf, Pmsldent
Ahmad Elrabaa, Vice President
Definition•
Tho term •eond(s)' shall mean any and all bonds lnciuding but not ,n,ited to surety bonds, undertakings, guarantees, or any cootractualo.bligatlons,
e_xecuted, issued, procured, or undertaken at the request of the hk:Semnitors by the Surety. whethe< directly or as a result of any asset purchase,
merger, acqviSillon. or s;muar transaction, and any ren&Wals or e tensions lher&ar Issued by SUroty, OJ Issued by another Surety at tne request of
Surety, whath~r issued by Surety pri°' to or wbs.e,quent to the e.f ~live· date of this Agreement,
The lerm •1ndernn1to,s· shaft mean an lrldfllidua!, corporation, p:irm9rsttip, Limited l.iabllrty Company (hereinafter caJt9d LLC), Umlte(! Uabllrly
Partnership (her-ein&fter celled LLP). Joint venture, trust. estate Of other legal entfty, whether Individually or jointly with o1hers, who sign lh~
Agmement or whose aurhortzed represenlallves sign 1/lis Agre!ont Of any other agreement that lncorpoiates by reference the tel'l'Tl$ of this
Agreement. The lndemnltors warrant and represent !hat 1hoy l"t e e material and berte:ficial fnterest [n Surety's Issuance of Bends on behaU of
Ule Indemnitors and acknowledge that Surety would riot rssue sue Bood& without eooli lndemnltors' executing this Agreement to retmburse SUT81y
ror all Losses ads[n:g under the Bonds.
The termr; •Loss· or 'losses" 5haH moan any and aU (8) sums id by Stitefy .to clalm:mts t.tnder the Bonch;, (b) sums ,equired to be paid lo
claimants by Surety but not yel in ract, paid by Surety, by reasC>f\of exOCtJtiOn or such Booert wil1'ess f80S annd, as they fall due, until SUtety has been providod with competent legal
itVldence, In ii$ oole dlsct~on, 1ha1 lhe Surety has been fully elea&ed of liabifity unde; such Oond.
2. Indemnity. To tndemnify, hold harmless and exonerate Sora,ly from and against any and all Losses, as well as any other expense that the
SIJl'ety rmiy Incur or sustain aa a result of or in connection wi the furnishing, ex.ecution, renewal, oontlnuatloo, orsubslitu1Jon ot any Bond(s).
E,\penses indude but are not llmil.ed to: (a) too cost rncurred b reason of rnakjng an indepot1denl tnvesli,gal!on In coonocUon with any Bond(s)
or this Agreement; (b) the wst Of procuring or attempting lo Pf1 re the Surety's rolease from liability or a setttoment under any Bond(s) upon
0< In anticipation of Losses, lnclud1ng tho defense of any act n brought in connectiot'l lhel'ewlth: and (c) the cost inculTEI(! 111 bringing suit to
enfor-ce this Agreement against any of the lnuernnitors. P nts of amounls due the surety hereun<:ter, lncluoing Interest, shall be made
lmmedlatety upon the Surety's O(lf'l'\lmd. In the ovont of any payment by the Surety, Lhe- lndemnllOtS further ;igree thsl In any accounting
be~n the Surety and the lnderMltors. lhe Surety shall be ntitlGd to charge tor any and all disbursements made by It In ~ood faltl'l In and
about the matters herein contemplated by tnls Ageement un r the bellef that It Is Of was llable for tJ\O $Urns and amounts so disbllrsed, or
1:1\al ll was necessaiy or expodli3nl to mal<.e sucn dls.b1.1rsemo~ts. ~ther or not WCh tlabUity, necessity or expethef evidence of 1my suci,
pa~nl(s) made by the Surely shall ~ prtma facle evlde~f the raot-and amount of lhe liability to lhe Surety, and of tho Surety's good
'31th In making the paymenl(s}. ·Gooo faltt,, • as used in thls p ragraph and elsewhere In this Agreement, shall be ooamed to tndude any and
~II payments, Losses. attorneys' fees. and other ox~es ex pt lf\ose made wdh deliberate ~ willful malfoasaJ1Ce.
3, Appli~lon. Thls agreement shall apply to any and aJI Bond{s) rumlshed for or on behalf _
o f any or all of the following as fottnws:
EXHIBIT 1 - PAGE 1 OF 11
RECEIVED JAN 17 ZDZ5
(a) One, some orall of the lndemnttor..i;
:~ f!.rty Joint 11Bnturo or other ronn of common enterprise In wf'llah jociemnitorS were membars al Ille lime the Bond(s) wererumJshed;
Any presenl or fuwre Gltma1e andkir subsil1iary of lndemnftots:
(d) Any 1hrn:l party at tt-.e re(juesl ot lndemnltms, lhelr subsidlartes _anclfor affiftales.
4. C~lalera S80Urity. The l11demt1ilors .a.cknowiledglll h.it lh:e Bntid1;1 ls8iued Olfl the1r behalf ;mi to bii sect1red by collateral upon (!;emantl by
Su.rely. In lieu of fully toll:at"erallzing lhe Bonds prior to Ula.Ir uarice and c_onsideration •for the exeaotloo and/or d,tlliV ry of one or mom
Eloocfs, lha lndemnilors·a9l"}9 to depoaJt w1th the .Surety, upon demand. afi arnount of mo[ley or -0ffl.er collateral security accBi;ifa:ble lo.1he·
Surety, as soon as rinbility exists dr ls- assertea_agahlst tne Sur&ty. whe!heu ,r Mt the Surety .shall It.ave ma4e any payment therefQr, eQIJ vaJ.ant
1o i..\JiCtl ameuot !Mt me S-wety, In its sole Jud~m·ent, shall deem sufficforn. lo discl.arga a11:r Lo'sses or lo prot!lot II from any pateflml or
anticipated Lo~es. It for ,any raasor, tho, ,s rety deems U ne(:essary tQ iflCre-aSe the amourit or any such i:1~$11: to COiier any possibls
addlUonal llabillt1 or Loss, he lndernnitors ;shall depm;tl woo lhe ~utely, ITTlffJedi:;ibJ!y upon the Surety"'S oamand, an add liooal a:m01Jnt of'
oo.llatetal ,securtty eqti to sooh r-ncrease. The !ndemnilcn ~cknowledge ltrat.lhe Surety would f\Ot issue S.llY Bo:nds without thil•agreement
of 100 lnaemnl~ to post CQilate'ral upon demand. Ac¢r.dlngty, lh~ lndem ltom waive, to U,e fulleijt ax_ ~t permitted hy raw, each and every
right Iha! !hey may tla/1/o to co test t)1Js requirement-to provide colJateral under thfs Agree eril ~ndiv1dUally aod comectlVely. ·th~ "Ci:lnatwra
Re,qu remann. The 111de,m.nltors ~tlpulate- af!d agree lhat fue SL!rely win suffer irre:parablEi hann -~11d will r,Qt ltave an adequate remedy at ia\11
should mdemrnirort-·fall to perform the Collale I Requfremeot and further as;r~ as a result that tne Surety Is en ~re-c:1 Lo spe,c fu: perfom,anc.e
of he Oollaletal ~equiremem.
S. Slii~ R•11esvf1. The Sure_ty may. Jn Its sole dil;>oreholl'I, establisJ-u1 rllsetve to cover arw actual or .anllcil,'lated, liability, ciaim, -suit. udgmerrt,
oc Los.s~ under ~ ·1:lond. in such event, Iha lrid@mnio~ wlU, lmrn.~la.tely upo111 i:temand, d(;',po~il \ 'lh the Surety a st.m i of money equal to
St,Jch reserve, and any subsequenl ricrease me.rem, to ·be he!d by th!il Surety ,as collateral sec1i:1tlfy or1 tt'18 Bond($). S 100 fu~ will be secl
by the Surety 10 pay Loos.es er may be helc:I by 1M Surely as 1::ail-atera.l a.ya r:is-t pa!.entlal Mure l.osses. The lndemnltms thereby gra11l to ltlfl
surety a,SQCllri!y i~te.re:.I In alt money end oltiet prop y now or hereafter deliil"lilrod by such lndemnil'O.rli to thij Surety for dapooft In such
re~rve-, and au income (If any) thereon. AP.y funds mm~nJng, al'ler the lridetnnltors'-settlement or payment of a□ losses will be returned ta
lhe lndemnit,atires, consuitanv., allG.me)'E!, an®' rainsurrers,.
10. Dela , t. The ll'ldernnit91S shalt be in deifeul of 11718 Agree-m nt iF:: (a) lndemnito~ .sh.Ill ~1;1qome a party i.rl ~l'IY fnsol\j\ancy, reooiv.ership,
llqLJl~tlon, y·or on behalf of any Cf-11'.re tndemnltors tt,at prove.to have
~0n rnlsle-8/CI ng er 11'1Qleria:1ty false when mada; (o} lnd~m111il:ors fail to p.rovide collateral, exo11l!lrak1, and/or reimburse In rnsp.onse·10 e proper
request mii!de :by the Swety; (a) Any lndtminitor, if sn lndtvldua , dies, disallf,ly ;iiny Bo~~d Cont~d owoor or obrnse.e; (lh) any ra lur:e to pay for eny labor or rn1,derfials whor, such payment ts due 1.J11der
any ~nded Con!mct or Bond oolfga!lon: {J) any failure,. i:lefay. lna r y, er riefµsnl to _p.erl:ol'm lls obllgatl®S und~r a11y Bonded Corrtrac~ or
Bohcr, (I) e EtBtabllshment-of .a reser\le -by fi'le Suretr. (k} any pmcsedlng 'M'licn depl"Ml$ lnd&rµnlto~ of tile ability to cornplQte llS obl[_gatlomr
under 8'011ded C"ontracl.$ or Bond obllgaflo~; (l}"-a dlver.1km, elf BQnd8d COfltrn~ fund~ w ,J mj~ltorn'-as~le: ot property to ttie dell'lment or
1he Banded Contract obli!Jatlcns alldlor tt'le Sut'ety; {m> m,y fraudulent romraytmc:Q Ql amy asset of .tlr'ly of lhe lndemn o : ·(n) faUure to pro''iide
Jegal rapresehtatjon sabsfactory lo ·lhjli Sure:ty as. dotomdned solely by the $urQly; (o) any other failure.to pmf-orm or lulllll any obll_9~itiofi n
COAnieellon wUti, aiiy Bond, Bandoo Cilntraot ot tni!l Agre~m:enl and:lor (P) lnct.ernnifors•bNiach .any oiher- prov1srm1 of 1& Agreement or ,any
other conlracl th Surety.
11 , t ~ ' n tors repr:e,sentat!Q111s;,. The lndemnttors represenl an·d 'iWl.m'lr'it to Iha SW'f!fy 11,aii !hey have·a subslahlial, ma al, and/or bBII&flc,lal
rnWfeS i n the obtalr11.rtg of B-ond(s) by ny of lhe lridemnltors and tn lhe 11:amadion(s} for wt,loh any or the olh~r 1ndemnitora have a plied or
Will ~P?ly to the Surety for Borld(s) purs:u,ml tu ttlis AgreomlllnL lnd9!Tlnltors repres"Bnt and warrant th.it lni,,y haVe. lh€ full power ;mcl aulllorlly
to ~~eO!Jte, deliver and parfo.rm lihis: Agreement ,and to carry out the otlJrgaliol'!s. staled herein,. lnde:rnnitors· further repre!l-er,t am! warmnt thal
toolre~C\11.iOO.. delive.ry and performanoo ctflhis Agreemenhloes not and will notconmct M111, oon!ltltu~ a defau t undar,-orresulUn a breaoh
or violal:Jon of any of lhe:ir_respeclive ·o,ganizatiom11 documanls, any law, governmental 1\1,a or regu'.alian, or ar1~ applloabte cm:ler, writ.
rnjlJJ\.1'.;tian. Judgr:m;in or dectee-of a~y court o.r governmental aulliprity. or~ other agreeme.rd blinding uPOl'l lndemnltors.
12. .Surety"s Rl,g'hUi ta Reh\'li!:5e o, B9nds and lndemt11tQt,:' WaJ,v,er. Thl!l·S. ret)' _may,, In Its solg d1screi1011, determine one ormt'.11'& m !he
fOijOWing: ta> the fndemli1tQrs_ finaneiaJ con m.hall be sent by de~v,ery only for oYemlght packages: Attn: AmTmst North America.
nc .• Troosu:ry Decptu Attn: Stephanie Ryag. 40D E,ucuttve Boy!e:om:t, Athflo.or. SoutMngton, CT 1164&9.
13. C aim S-ettlemenL The Surety shaU have the right,, 1n Its sole discretion, to derormine 'for itl;&1t anol lode1nn:lton. whether .any clalm 1 demahd
or suit brought aga st. th!! Surety .or any lndamr1ltor In coohectlon with or relalrllg to, any Bond shall be pad, oornprom1sed, settled, tried,
derended or ap;>ealed, and this dete nation shall be final, b nd~ and O'OOClualve upoo the lndemnitors. !he Surety shall bo enlhled t()
immadr.ate lift mb111so:rmmt for any and an Loss~ 11\CUned 1.mder the beHef il was necessary or expedient to ma'ke such paymeots.
14, De.mar1d Bond . Toe·ollfigee or beneficiary undsrcerlaffl Bomi(s) may make a demand for payment ("Oemarid"~agablst \he Bood(s), When
such Derr:iartdis ms e the $urely rnusl pay lhe mnount of tne.Demalld noHo exceed the penal sum ofUle Bond(s.), as well as all the necesaa:ry
fees:, oosls, and ~xpenses within 1he time period reqoired by the Demand. Under StJch Bond(s). the Surety, with the knowledge and con~ t
of Iha lndemniton. ha$ e1· I re~lned pe,wn~ges"arid .tt.mds due or which may bGoorna ~lie. on any Bonded Conlra.d ,and all otner contracts whe1!her :b.ond, d or
no
In whlc.h lndemni10r-s llave :\Iii lnterust; (f) a acco_unts aod accounts retelvabte of Iha lndemnilors, or any Oi1e or th8m; (g) all d~il
aCCO'Jrrts; (h) all chattel p,aper, doc.u_ nts. inSlrumEmts. inventol"J, end investment prope:lfy as tMoo tarms. are defined by lti-o Uniform
0
Commercial Code l!nd slmllar sti,t\Jl.es as adopted in U1e reJevant slate· (I} tax refunds, daims for ta~ refurWs, geneial lotQnglb M i (D all
eqully interestg, (incr.udlng, Wiltlrnrt limitation, all shares. o'lnd men,b :rs~ p, lrmlted p,artner~lp; ijenetlll . p;;u1nersh[p. llmlled Ual)irl!y
company intetesw. and any lntere.et and rigob in afl}' joint '!fanture. cnnsorltum. Of teamin~ agreement), to th13' extent _ e S1.1r-ety
datenniRes such lnt~~st is related to ils obtigmlons uraier Bom:ts, (k) ~oenses: palenis, COl)Y-r:lgM:s, am':l ll'ade se~, or a licemie without
cost to ll.1e Surety for lhe" use of eny of these, t,o ihe e:xwntthe Surety de,termlri,;,m - fr, its sole discretion, Is req necessa:Jy to p,erfect ~
rights. The ram.rre to ·11a or record lhis Agree:m0nt •or any financing staternenl sh.an not :release · or ,exGUSs any ,o f the obligalions of
lndBmnilars under u, s Agreement. The Sure~y'.s ruc:e.roise or any Qf tts rights as :a seoureons ancllOf' pl111n&l"lhlp, o!)ilrating or llm~ec l.abiity
agreements otwch buslness entity. Halling rll'\liewed all sucn applcabfe d0&urnant,J lllld ll'l5trurnerrts.ttnd tlus:11 otMr fi,ctt H detm!Xt app~rlato. I horeby affirm. ll1at
lf Type Namo and Title
A notary public or olhe1 officer c:ompletlng Ihis certificate
velifies only the identity of !he Individual wfio signed the
document to which this cerUf~te is aU!Jclled, and not the
truthfulness, accuracy, or validity of lhal document.
ACKNOWLEDGEMENT
STATE OF C A (...(FO n._,l\..l , /l
Co1,mtyor 1...0 S A A h E L,G'J
On ,J,Ai0 ct ..
d0..>. 1_ befoc~ma, O ~ C'.1 "( ( ' r l ~ C.".hr"Tl"'::'::f Pt.11..i..i.-i c ) oersonallyappeared
TA·HHA E-;L.S •I-I C 'RI F • who proved to me on the basis of satisfactory 011id~ to be the
person~) Whose nan,,e(!) -.t./;,/e subscribed to the wfthln Instrument and acknowtedg~ to me that heJs,(e~y. executed the same ln h~rltj1'eir
authorized capaclty(iei/.). and lhat by hlslh,rtthliir slgnature{j) on the instrument the ~1$onlt), or tl'la entity 11 on behalf of which lho porson(t) actod,
executed the lostruir{ent I certify under PENAL TY OF PERJURY under the l11ws of tho State, of L ,i:,. 1,,1 ~ "1 f A- that the foregOing
paragraph is true and C001lCL WITNESS my hand an(l official ~ al.
O0!>V CtiWA Notary Public resldlt'IQ in. ¾ ,Di.J 11'11 P-Aiitk , CA- l.,I f ~l\r.l tl\-
Hol.lry ~-.'Olf, • '4Jl(ornla
L0, ~St>ltS Couniy
• Ccm mmlon # 2lS5278 _ ~_c_._~_- =
(Commlulon expires_ __ D d·_t_~_r_ _ _ _
• ••,. M~ Comm, E.ap1res Ott .3, . 202.5
AmTrost&my c;tA Parx, 6of 11
EXHIBIT 1 - PAGE 6 OF 11
RECEIVED JAN 172023
lndemnltor Nama, and Addrou Federal Tax lD #
Signature of Autllorlz.ed Officer Seal Signature of Authorized OfflC41r Saal
Prl nt or Type Name artd Title Print or Type Name and Tl&
A notary public or- other officer completl~ this tertiflcate
verli'i.es only the Identity of th& Individual who signed the
document lo which this certificate Is attached, and not the
lTUthfulness, accuracy, or validity of that document.
ACKNOWlEOOEMENT
STATE OF _ _ _ _ _ _ _ _ __
County of _ _ _ _ _ _ _ __
°" - - - - - - - - - - 'before me. - - - - - - - - - - - - - - - - - - - - - - - -- ~personally appeared
-----,-----,----,----,----:--,--,---- - ----,--,----:--:-' who proved .to me on the bai;ls oJ S,.1o'TAta..., f?L1 i:,.\.I() personallyappeared
TAd:H:\A. l;:U>:Y € R. t f . . , woo proved to me on the basis of !xitisfactory evidence to be the person~
whose name(f) tst:ye subscribed to the within instrument and aclmowledged lo mo that helsJ',c/ltwy oxecuted the same fn h~ltt\elr authOlized.
capacity(icfs), and Olat by h~/ltltir- slgnatu:ett) on the instrument ttie personc,5, or the entity upon behalf of whh,h the person($) a¢tec( exeolited the
lnstrumenl I certify underPEN~TY OF PERJURY under the laws of the State ot ~(.A k rfCBNr A; lhat the r()(8g01ng paragraph Is In.le and
oorreoL WITNESS my hand and offid.al -seaL
oeeeoeeeel Notruy Pl.ibJ1c residingat.~U>t--J11-.J (">flll~ , (IH.it►D&•~ 1,4-
OODYCHWA
Notdry PubllC • Caltfornla
Lo, Allje1M ,aunty
:
~
(Commlsslonexpires De:c :,,, ,~~.f
c.ommfl1ion , 210218
'i COfl'l1'11, flcpimllK 31, 1025
EXHIBIT 1 - PAGE 8 OF 11
1 • ' .....
RECEIVED JAN 1 7 2023~,,, ~1~-~¢,j ,,,,,
Tahha Efflhorif, Prt1sioor1t 5314 MarlnerL.n, Chlno, CA. 91710
Print or Type Name Socilal S.c;urily ~umber Addrasa
A notary public or other officer completing this cerlificare
verlfles ooly the ldonttty of the lndfvldual who signed U,a
document lo which lhis certificate is attached, and not the
truthrutness. accu~cy, er v13tfdlty of that document.
~············i
-
i
, • ?: .
•
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•. ~
=
OCDY CHWI\
Notary f'ubitc • C1hfarnb
Lesl\n~ l6 Cc-.rity j
~ ,. 111l.~ c Ci!-IAF(}QllitA
(Commission expires 7n' C ?I - Jt-. it- r )
l~mnltor Slgnaturo
Ahmad Elrat>aa 5314 Marine.ln Chino, CA 91710
Pnhl or Typ• Name Social Seoorily Numb&r Add,ess
A notary publrc or other officer completing lhis e&rttricate
vefifres only the idenrity of the ir1dividual who signed the
document to which lhls cerlif1CBte Is auactled, and not the
truthfulness, accuracy, or validity of tllat document.
ACKNOWLEOG.E:MENT
STATE OF ('A v i Fo R rJ CA
county of be <
A .-J ti6U;, ~
On ,Sp. N , II • ;; 0,) :J befora me. b Oo~ (..' "4,\wvca (_1'.}c."TJ;\ Jui PH q l,.H. ) ptirsonaUy appeared
A:11 M f>. n E= ~ e, A A 13 . ,'lho proved to ma on th& basis -of satisfactory evidence to be Uie pet!!On(~
whose rieme(1) is/e/e suflscribeti the wfthin inslrument and acknowledged lo me lhal h&/~th{y executed lne same m h ~r~ir auihorized
capacity(lit). and Iha( by hl!l./h~ri r slgnalute(i) on the lnstrument ltie pel'l>On(~. ot the e_Eli~upon behalf of which lho person¢) acted. 0xOC1,1ted the
e
ins!rumonl. I CGflify under PENAL OF PERJURY under lhe laws of the State of · C.. \i:l r, \ I ( ~ ~ t °'
{Commission expires nc:c ~I , ;i {\d r )
Aln Tr~r SI/All)' GIA Ptgt9of11
EXHIBIT 1 - PAGE 9 OF 11
RECEIVED JAN 1 7 20'l3
!rnfernntto:ri!i~a11.n'- oate
So~oHl~W'liy umbt,f'
A notary 1p11bnc ,or ,a u. oflk:er compleling th[s dertlflcate
verl es only lhe ldernity of the lndMdua Wl'lo signed the
docunw1nl ta whrctl this ce • ,cme Is aittac'hed ancl
Preview
1 Ali Salamirad (SBN 209043) Neda Cate (SBN 274971) 2 SMTD LAW LLP 17901 Von Karman Avenue, Suite 500 3 Irvine, California 92614 (949) 537-3800; (949) 537-3822 (f) 4 as@smtdlaw.com ncate@smtdlaw.com 5 Attorneys for Plaintiff 6 Developers Surety and Indemnity Company 7 8 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF LOS ANGELES – POMONA COURTHOUSE SOUTH 11 12 DEVELOPERS SURETY AND INDEMNITY Case No. COMPANY, a California corporation, 13 Unlimited Jurisdiction Plaintiff, 14 DEVELOPERS SURETY AND v. INDEMNITY COMPANY’S 15 COMPLAINT FOR MONEY STANCE CONSTRUCTION COMPANY; DAMAGES, SPECIFIC 16 AHMAD ELRABAA; and DOES 1 through ENFORCEMENT, AND 100, inclusive, INJUNCTIVE RELIEF 17 Defendants. 18 19 20 Plaintiff Developers Surety and Indemnity Corporation (referred to as “Developers” or the 21 “Surety”) files this complaint (“Complaint”) against defendants Stance Construction Company, 22 Ahmad Elrabaa, and DOES 1 through 100, inclusive (collectively referred to as the “Defendant 23 Indemnitors”), and alleges as follows: 24 PARTIES 25 1. Developers is, and at all times mentioned herein was, a corporation incorporated 26 under the laws of the State of California, with its principal place of business in Irvine, California. 27 Developers is, and at all times mentioned herein was, qualified and authorized to transact 28 business in the State of California as a surety. SMTD L AW LLP -1- A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR PARTN ER SHIP MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF 1 2. Developers is informed and believes, and thereon alleges, that defendant Stance 2 Construction Company (“Stance”) is now, and at all times mentioned herein was, a California 3 corporation with its principal place of business in the County of San Bernardino at 5314 Mariner 4 Lane, Chino, California 91710. 5 3. Ahmad Elrabaa (“Elrabaa”) is an individual citizen of the State of California who 6 may be served with process at his residence located at 18929 Amberly Place, Rowland Heights, 7 California 91748. 8 JURISDICTION AND VENUE 9 4. Jurisdiction is properly vested in the Superior Court of the State of California, 10 unlimited jurisdiction, because Developers seeks damages in an amount according to proof at trial 11 in excess of $25,000.00. 12 5. Venue is proper in this Court because defendant Elrabaa resides in this judicial 13 district of the County of Los Angeles. 14 GENERAL ALLEGATIONS 15 6. On or about January 11, 2023, as partial consideration for and to induce 16 Developers to issue surety bonds for and on behalf of Stance (the “Bonds”), Defendant 17 Indemnitors, and others, executed a General Agreement of Indemnity (the “Indemnity 18 Agreement”), in favor of Developers under which they promised to completely indemnify and 19 hold Developers harmless from “any and all Losses, as well as any other expense,” including 20 attorneys’ fees and costs incurred by Developers, as a result of having issued the Bonds. A true 21 and correct copy of the Indemnity Agreement is attached hereto as Exhibit 1 and incorporated 22 herein by reference. 23 7. Under the express terms of the Indemnity Agreement, “Losses” are defined as: 24 [A]ny and all (a) sums paid by Surety to claimants under the Bonds, (b) sums required to be paid to claimants by Surety but not yet, in 25 fact, paid by Surety, by reason of execution of such Bonds, (.) all costs and expenses incurred in connection with investigating, 26 undertaking the performance of obligations, arranging for and/or completion of work, paying or litigating any claims under the 27 Bonds, including but not limited to consultant and legal fees and expenses, technical and expert witness fees and expenses, (d) all 28 costs and expenses incurred in connection with enforcing the SMTD L AW LLP -2- A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR PARTN ER SHIP MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF 1 obligations of the Indemnitors under this Agreement including, but not limited to interest, consultant and legal fees and expenses, (e) 2 all accrued and unpaid premiums owing to Surety for the issuance, continuation or renewal of any Bonds and/or (f) all other amounts 3 payable to Surety according to the terms and conditions of this Agreement. 4 5 Exhibit 1, p. 1. 6 8. Under the Indemnity Agreement, the Defendant Indemnitors agreed that 7 “voucher(s), or other evidence of any such payment(s) made by the Surety shall be prima facie 8 evidence of the fact and amount of the liability to the Surety, and of the Surety’s good faith in 9 making the payment(s).” Exhibit 1, p. 1, ¶ 2. 10 9. The Defendant Indemnitors further agreed to provide Developers with the right to 11 access and copy the Defendant Indemnitors’ books and records: 12 Until the Surety determines all liability under all Bonds is terminated or until it is fully reimbursed all amounts due to it under 13 this Agreement and any other agreement, the Surety shall have the right of reasonable access to the books, records and accounts of 14 Indemnitors for the purpose of inspection, copying or reproduction. 15 Exhibit 1, p. 2, ¶ 6. 16 10. Further, by execution of the Indemnity Agreement, the Defendant Indemnitors 17 obligated themselves to fully collateralize Developers, by making a deposit of collateral security 18 if losses were either incurred or anticipated to be incurred by Developers as a result of having 19 issued the Bonds: 20 In lieu of fully collateralizing the Bonds prior to their issuance and in consideration for the execution and/or delivery of one or more 21 Bonds, the Indemnitors agree to deposit with the Surety, upon demand, an amount of money or other collateral security acceptable 22 to the Surety, as soon as liability exists or is asserted against the Surety, whether or not the Surety shall have made any payment 23 therefor, equivalent to such amount that the Surety, in its sole judgment, shall deem sufficient to discharge any Losses or to 24 protect it from any potential or anticipated Losses. 25 Exhibit 1, p. 2, ¶ 4. 26 11. In reliance upon the Defendant Indemnitors’ promises and obligations under the 27 Indemnity Agreement, on or around March 22, 2023, Developers issued Payment Bond and 28 Performance Bond Number PPD0100661 on behalf of Stance, as principal, and the City of SMTD L AW LLP -3- A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR PARTN ER SHIP MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF 1 Anaheim, as obligee, in connection with public works project commonly referred to as Concrete 2 Facilities Removal and Replacement - Citywide Phase 9 (“Anaheim Bonds”). A true and correct 3 copy of the Anaheim Bonds are attached hereto as Exhibit 2 and incorporated herein by this 4 reference. 5 12. In reliance upon the Defendant Indemnitors’ promises and obligations under the 6 Indemnity Agreement, on or around April 19, 2023, Developers issued Payment Bond and 7 Performance Bond Number PPD0100698 on behalf of Stance, as principal, and State of 8 California Department of Transportation, as obligee, in connection with Contract No. 12-OU4204 9 (“Caltrans Bonds”). A true and correct copy of the Caltrans Bonds are attached hereto as 10 Exhibit 3 and incorporated herein by this reference. 11 13. In reliance upon the Defendant Indemnitors’ promises and obligations under the 12 Indemnity Agreement, on or around April 26, 2023, Developers issued Payment Bond and 13 Performance Bond Number PPD0101403 on behalf of Stance, as principal, and City of Fontana, 14 as obligee, in connection with the public works project commonly referred to as “Concrete 15 Maintenance Project SB-107-PW-23” (“Fontana Bonds”). A true and correct copy of the Fontana 16 Bonds are attached hereto as Exhibit 4 and incorporated herein by this reference. 17 14. In reliance upon the Defendant Indemnitors’ promises and obligations under the 18 Indemnity Agreement, on or around May 16, 2023, Developers issued Payment Bond and 19 Performance Bond Number PPD0101420 on behalf of Stance, as principal, and City of West 20 Hollywood, as obligee, in connection with the public works project commonly referred to as 21 “Concrete Repair Program, CIP 2302 Project” (“West Hollywood Bonds”). A true and correct 22 copy of the West Hollywood Bonds are attached hereto as Exhibit 5 and incorporated herein by 23 this reference. 24 15. The Anaheim Bonds, Caltrans Bonds, Fontana Bonds and West Hollywood Bonds, 25 along with any and all other surety bonds issued by Developers for or on behalf of the Defendant 26 Indemnitors, are collectively referred to herein as the “Bonds.” 27 16. After the Bonds were issued, Stance failed to satisfactorily perform its contractual 28 obligations and/or discharge indebtedness on the Projects resulting in claims made against the SMTD L AW LLP -4- A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR PARTN ER SHIP MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF 1 Bonds (“Claims”), which resulted in Defendant Indemnitors’ “Default” under the express terms 2 of the Indemnity Agreement. 3 17. As a result of the Claims and others, Developers will incur Losses in excess of the 4 jurisdictional limits of this Court. 5 18. Defendant Indemnitors have breached their obligations under the Indemnity 6 Agreement by failing to reimburse, indemnify, collateralize, hold harmless and exonerate 7 Developers and by failing and refusing to give Developers access to their books, records, and 8 accounts. 9 FIRST CAUSE OF ACTION 10 (Breach of Contract Against All Defendant Indemnitors 11 and DOES 1 through 100) 12 19. Developers realleges and incorporates by reference as though set forth in full 13 herein all allegations contained in the previous paragraphs of this Complaint. 14 20. Defendant Indemnitors have failed, and continue to fail to exonerate, indemnify 15 and save Developers from and against all loss as a result of having issued the Bonds, which are 16 Defendant Indemnitors’ express obligations under the clear and unambiguous terms of the 17 Indemnity Agreement. 18 21. Developers has incurred and will continue to incur losses as a result of Defendant 19 Indemnitors’ material breaches of the Indemnity Agreement. 20 22. Because Defendant Indemnitors have breached their obligations under the 21 Indemnity Agreement, Developers has been forced to retain counsel to enforce its rights to 22 payment under the same. The terms of the Indemnity Agreement provide that Developers shall 23 be entitled to charge for any and all disbursements made in good faith in and about the matters 24 contemplated by the Indemnity Agreement. By the terms of the Indemnity Agreement, good faith 25 disbursements includes any and all payments, Losses, attorneys’ fees, and other expenses. 26 THEREFORE, Developers requests a judgment as prayed for below. 27 ///// 28 ///// SMTD L AW LLP -5- A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR PARTN ER SHIP MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF 1 SECOND CAUSE OF ACTION 2 (Specific Performance for Access to Books and Records 3 Against Defendant Indemnitors and DOES 1 through 100) 4 23. Developers realleges and incorporates by reference the allegations contained in the 5 preceding paragraphs of this Complaint. 6 24. Pursuant to Paragraph 6 of the Indemnity Agreement, the Defendant Indemnitors 7 granted Developers the right to access Defendant Indemnitors’ books, records, and accounts for 8 purposes of examining and copying the same. 9 25. In order to resolve the anticipated and actual Losses on Bonds, Developers 10 requires access to Defendant Indemnitors’ books, records, and accounts. Despite repeated 11 demands, Defendant Indemnitors have refused to provide Developers with this agreed upon 12 access. 13 26. Defendant Indemnitors’ books and records are critical to Developers and its ability 14 to resolve the Claims and the failure to provide access is causing and will continue to cause 15 irreparable harm. 16 27. Developers therefore demands specific performance against the Defendant 17 Indemnitors compelling them to make available to Developers all of their records for copying 18 including, but not limited to, books, records, and accounts pursuant to the books and records 19 provision of the Indemnity Agreement. 20 THIRD CAUSE OF ACTION 21 (Quia Timet Against Defendant Indemnitors and DOES 1 through 100) 22 28. Developers realleges and incorporates by reference the allegations contained in the 23 preceding paragraphs of this Complaint. 24 29. Developers reasonably believes that it will incur immediate and substantial losses, 25 costs, damages, attorney’s fees and expenses by reason of, or in consequence of, the Bonds. 26 Developers has already incurred losses in the amount of at least the jurisdictional limit for claims 27 paid to date as a consequence of issuing the Bonds. 28 30. The Defendant Indemnitors are obligated, under the equitable doctrine of Quia SMTD L AW LLP -6- A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR PARTN ER SHIP MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF 1 Timet, to post collateral security with Developers for all losses, costs, damages, attorneys’ fees 2 and expenses incurred by reason of, or in consequence of, the issuance and maintenance of the 3 Bonds. 4 31. Developers is entitled to a prejudgment order requiring Defendant Indemnitors, 5 and each of them, jointly and severally, to post collateral with Developers in an amount sufficient 6 to cover all claims, losses, costs, damages, attorneys’ fees and expenses incurred by reason of, or 7 in consequence of, the issuance and maintenance of the Bonds. 8 THEREFORE, Developers requests a judgment as follows: 9 PRAYER FOR RELIEF 10 WHEREFORE, Developers prays for judgment in this action against Defendant 11 Indemnitors, jointly and severally, and DOES 1 through 100, awarding Developers the following: 12 FIRST CAUSE OF ACTION AGAINST 13 DEFENDANT INDEMNITORS AND DOES 1 THROUGH 100 14 1. Indemnity for the loss or liability incurred as alleged above in an amount to be 15 proven at trial, but no less than the jurisdictional limit; 16 2. Pre-judgment and post-judgment interest on such amount at the maximum legal 17 rate; 18 3. Attorneys’ fees and costs incurred herein; and 19 4. Such other relief as the Court deems just and proper. 20 SECOND CAUSE OF ACTION AGAINST 21 DEFENDANT INDEMNITORS AND DOES 1 THROUGH 100 22 1. For an order of specific performance compelling Defendant Indemnitors, and each 23 of them, to specifically perform by compelling them to make available to Developers all books, 24 records, and accounts as required by the Indemnity Agreement; and 25 2. Such other relief as the Court deems just and proper. 26 THIRD CAUSE OF ACTION AGAINST 27 DEFENDANT INDEMNITORS AND DOES 1 THROUGH 100 28 1. For an order of quia timet, compelling Defendant Indemnitors in the course of this SMTD L AW LLP -7- A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR PARTN ER SHIP MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF 1 action to specifically perform by depositing collateral security in an amount reasonably sufficient 2 to protect Developers from claims against the Bonds; and 3 2. For such other and further relief as the Court may deem just and proper. 4 Dated: April 10, 2024 SMTD LAW LLP 5 By: 6 Ali Salamirad Neda Cate 7 Attorneys for Plaintiff Developers Surety and Indemnity Company 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SMTD L AW LLP -8- A LI MIT ED LIAB ILI TY DEVELOPERS SURETY AND INDEMNITY COMPANY’S COMPLAINT FOR PARTN ER SHIP MONEY DAMAGES, SPECIFIC ENFORCEMENT, AND INJUNCTIVE RELIEF EXHIBIT 1 rt. AmTrust Surety RECEIVED JAN 172023 AMTRUST SURETY An AmTrus1 Rnancral Company GENERAL INDEMNITY AGREEMENT Thls General Indemnity Agreemont (hereina~or "Agreement") is rnadQ and ente((!d lnto by the undersig~d, Mrelnaftor r9ferre<1 to fodlvfdually afld/or cotleclively, as "'lndemnitors', fOf' the benefit or Oevelopera Surm and lndemnlty Company and/o r CorePointe Insurance Company and/or Wueo Insurance Company and for IIS8lf, its subsidiat1es, affiliates, pare!'lls, co-sureties, fronting companies and/or reJnsurers and tfletrsuccessors and assigns, ~e-r in existence now or fonned Mreatter, indlVlc!Ually and co!lect1"ve1y, as ·surety·, for the purpo5e Of Indemnifying the Surety for any Sood$ (as hereinafter deflried) from ony &nd all Losses (a$ hereinafter defined), INOEMNrTORS NAMEC HEREIN. Stance Constrocilon Company Tahlla Elsherlf, Pmsldent Ahmad Elrabaa, Vice President Definition• Tho term •eond(s)' shall mean any and all bonds lnciuding but not ,n,ited to surety bonds, undertakings, guarantees, or any cootractualo.bligatlons, e_xecuted, issued, procured, or undertaken at the request of the hk:Semnitors by the Surety. whethe< directly or as a result of any asset purchase, merger, acqviSillon. or s;muar transaction, and any ren&Wals or e tensions lher&ar Issued by SUroty, OJ Issued by another Surety at tne request of Surety, whath~r issued by Surety pri°' to or wbs.e,quent to the e.f ~live· date of this Agreement, The lerm •1ndernn1to,s· shaft mean an lrldfllidua!, corporation, p:irm9rsttip, Limited l.iabllrty Company (hereinafter caJt9d LLC), Umlte(! Uabllrly Partnership (her-ein&fter celled LLP). Joint venture, trust. estate Of other legal entfty, whether Individually or jointly with o1hers, who sign lh~ Agmement or whose aurhortzed represenlallves sign 1/lis Agre!ont Of any other agreement that lncorpoiates by reference the tel'l'Tl$ of this Agreement. The lndemnltors warrant and represent !hat 1hoy l"t e e material and berte:ficial fnterest [n Surety's Issuance of Bends on behaU of Ule Indemnitors and acknowledge that Surety would riot rssue sue Bood& without eooli lndemnltors' executing this Agreement to retmburse SUT81y ror all Losses ads[n:g under the Bonds. The termr; •Loss· or 'losses" 5haH moan any and aU (8) sums id by Stitefy .to clalm:mts t.tnder the Bonch;, (b) sums ,equired to be paid lo claimants by Surety but not yel in ract, paid by Surety, by reasC>f\of exOCtJtiOn or such Booert wil1'ess f80S annd, as they fall due, until SUtety has been providod with competent legal itVldence, In ii$ oole dlsct~on, 1ha1 lhe Surety has been fully elea&ed of liabifity unde; such Oond. 2. Indemnity. To tndemnify, hold harmless and exonerate Sora,ly from and against any and all Losses, as well as any other expense that the SIJl'ety rmiy Incur or sustain aa a result of or in connection wi the furnishing, ex.ecution, renewal, oontlnuatloo, orsubslitu1Jon ot any Bond(s). E,\penses indude but are not llmil.ed to: (a) too cost rncurred b reason of rnakjng an indepot1denl tnvesli,gal!on In coonocUon with any Bond(s) or this Agreement; (b) the wst Of procuring or attempting lo Pf1 re the Surety's rolease from liability or a setttoment under any Bond(s) upon 0< In anticipation of Losses, lnclud1ng tho defense of any act n brought in connectiot'l lhel'ewlth: and (c) the cost inculTEI(! 111 bringing suit to enfor-ce this Agreement against any of the lnuernnitors. P nts of amounls due the surety hereun<:ter, lncluoing Interest, shall be made lmmedlatety upon the Surety's O(lf'l'\lmd. In the ovont of any payment by the Surety, Lhe- lndemnllOtS further ;igree thsl In any accounting be~n the Surety and the lnderMltors. lhe Surety shall be ntitlGd to charge tor any and all disbursements made by It In ~ood faltl'l In and about the matters herein contemplated by tnls Ageement un r the bellef that It Is Of was llable for tJ\O $Urns and amounts so disbllrsed, or 1:1\al ll was necessaiy or expodli3nl to mal<.e sucn dls.b1.1rsemo~ts. ~ther or not WCh tlabUity, necessity or expethef evidence of 1my suci, pa~nl(s) made by the Surely shall ~ prtma facle evlde~f the raot-and amount of lhe liability to lhe Surety, and of tho Surety's good '31th In making the paymenl(s}. ·Gooo faltt,, • as used in thls p ragraph and elsewhere In this Agreement, shall be ooamed to tndude any and ~II payments, Losses. attorneys' fees. and other ox~es ex pt lf\ose made wdh deliberate ~ willful malfoasaJ1Ce. 3, Appli~lon. Thls agreement shall apply to any and aJI Bond{s) rumlshed for or on behalf _ o f any or all of the following as fottnws: EXHIBIT 1 - PAGE 1 OF 11 RECEIVED JAN 17 ZDZ5 (a) One, some orall of the lndemnttor..i; :~ f!.rty Joint 11Bnturo or other ronn of common enterprise In wf'llah jociemnitorS were membars al Ille lime the Bond(s) wererumJshed; Any presenl or fuwre Gltma1e andkir subsil1iary of lndemnftots: (d) Any 1hrn:l party at tt-.e re(juesl ot lndemnltms, lhelr subsidlartes _anclfor affiftales. 4. C~lalera S80Urity. The l11demt1ilors .a.cknowiledglll h.it lh:e Bntid1;1 ls8iued Olfl the1r behalf ;mi to bii sect1red by collateral upon (!;emantl by Su.rely. In lieu of fully toll:at"erallzing lhe Bonds prior to Ula.Ir uarice and c_onsideration •for the exeaotloo and/or d,tlliV ry of one or mom Eloocfs, lha lndemnilors·a9l"}9 to depoaJt w1th the .Surety, upon demand. afi arnount of mo[ley or -0ffl.er collateral security accBi;ifa:ble lo.1he· Surety, as soon as rinbility exists dr ls- assertea_agahlst tne Sur&ty. whe!heu ,r Mt the Surety .shall It.ave ma4e any payment therefQr, eQIJ vaJ.ant 1o i..\JiCtl ameuot !Mt me S-wety, In its sole Jud~m·ent, shall deem sufficforn. lo discl.arga a11:r Lo'sses or lo prot!lot II from any pateflml or anticipated Lo~es. It for ,any raasor, tho, ,s rety deems U ne(:essary tQ iflCre-aSe the amourit or any such i:1~$11: to COiier any possibls addlUonal llabillt1 or Loss, he lndernnitors ;shall depm;tl woo lhe ~utely, ITTlffJedi:;ibJ!y upon the Surety"'S oamand, an add liooal a:m01Jnt of' oo.llatetal ,securtty eqti to sooh r-ncrease. The !ndemnilcn ~cknowledge ltrat.lhe Surety would f\Ot issue S.llY Bo:nds without thil•agreement of 100 lnaemnl~ to post CQilate'ral upon demand. Ac¢r.dlngty, lh~ lndem ltom waive, to U,e fulleijt ax_ ~t permitted hy raw, each and every right Iha! !hey may tla/1/o to co test t)1Js requirement-to provide colJateral under thfs Agree eril ~ndiv1dUally aod comectlVely. ·th~ "Ci:lnatwra Re,qu remann. The 111de,m.nltors ~tlpulate- af!d agree lhat fue SL!rely win suffer irre:parablEi hann -~11d will r,Qt ltave an adequate remedy at ia\11 should mdemrnirort-·fall to perform the Collale I Requfremeot and further as;r~ as a result that tne Surety Is en ~re-c:1 Lo spe,c fu: perfom,anc.e of he Oollaletal ~equiremem. S. Slii~ R•11esvf1. The Sure_ty may. Jn Its sole dil;>oreholl'I, establisJ-u1 rllsetve to cover arw actual or .anllcil,'lated, liability, ciaim, -suit. udgmerrt, oc Los.s~ under ~ ·1:lond. in such event, Iha lrid@mnio~ wlU, lmrn.~la.tely upo111 i:temand, d(;',po~il \ 'lh the Surety a st.m i of money equal to St,Jch reserve, and any subsequenl ricrease me.rem, to ·be he!d by th!il Surety ,as collateral sec1i:1tlfy or1 tt'18 Bond($). S 100 fu~ will be secl by the Surety 10 pay Loos.es er may be helc:I by 1M Surely as 1::ail-atera.l a.ya r:is-t pa!.entlal Mure l.osses. The lndemnltms thereby gra11l to ltlfl surety a,SQCllri!y i~te.re:.I In alt money end oltiet prop y now or hereafter deliil"lilrod by such lndemnil'O.rli to thij Surety for dapooft In such re~rve-, and au income (If any) thereon. AP.y funds mm~nJng, al'ler the lridetnnltors'-settlement or payment of a□ losses will be returned ta lhe lndemnit,atires, consuitanv., allG.me)'E!, an®' rainsurrers,. 10. Dela , t. The ll'ldernnit91S shalt be in deifeul of 11718 Agree-m nt iF:: (a) lndemnito~ .sh.Ill ~1;1qome a party i.rl ~l'IY fnsol\j\ancy, reooiv.ership, llqLJl~tlon, y·or on behalf of any Cf-11'.re tndemnltors tt,at prove.to have ~0n rnlsle-8/CI ng er 11'1Qleria:1ty false when mada; (o} lnd~m111il:ors fail to p.rovide collateral, exo11l!lrak1, and/or reimburse In rnsp.onse·10 e proper request mii!de :by the Swety; (a) Any lndtminitor, if sn lndtvldua , dies, disallf,ly ;iiny Bo~~d Cont~d owoor or obrnse.e; (lh) any ra lur:e to pay for eny labor or rn1,derfials whor, such payment ts due 1.J11der any ~nded Con!mct or Bond oolfga!lon: {J) any failure,. i:lefay. lna r y, er riefµsnl to _p.erl:ol'm lls obllgatl®S und~r a11y Bonded Corrtrac~ or Bohcr, (I) e EtBtabllshment-of .a reser\le -by fi'le Suretr. (k} any pmcsedlng 'M'licn depl"Ml$ lnd&rµnlto~ of tile ability to cornplQte llS obl[_gatlomr under 8'011ded C"ontracl.$ or Bond obllgaflo~; (l}"-a dlver.1km, elf BQnd8d COfltrn~ fund~ w ,J mj~ltorn'-as~le: ot property to ttie dell'lment or 1he Banded Contract obli!Jatlcns alldlor tt'le Sut'ety; {m> m,y fraudulent romraytmc:Q Ql amy asset of .tlr'ly of lhe lndemn o : ·(n) faUure to pro''iide Jegal rapresehtatjon sabsfactory lo ·lhjli Sure:ty as. dotomdned solely by the $urQly; (o) any other failure.to pmf-orm or lulllll any obll_9~itiofi n COAnieellon wUti, aiiy Bond, Bandoo Cilntraot ot tni!l Agre~m:enl and:lor (P) lnct.ernnifors•bNiach .any oiher- prov1srm1 of 1& Agreement or ,any other conlracl th Surety. 11 , t ~ ' n tors repr:e,sentat!Q111s;,. The lndemnttors represenl an·d 'iWl.m'lr'it to Iha SW'f!fy 11,aii !hey have·a subslahlial, ma al, and/or bBII&flc,lal rnWfeS i n the obtalr11.rtg of B-ond(s) by ny of lhe lridemnltors and tn lhe 11:amadion(s} for wt,loh any or the olh~r 1ndemnitora have a plied or Will ~P?ly to the Surety for Borld(s) purs:u,ml tu ttlis AgreomlllnL lnd9!Tlnltors repres"Bnt and warrant th.it lni,,y haVe. lh€ full power ;mcl aulllorlly to ~~eO!Jte, deliver and parfo.rm lihis: Agreement ,and to carry out the otlJrgaliol'!s. staled herein,. lnde:rnnitors· further repre!l-er,t am! warmnt thal toolre~C\11.iOO.. delive.ry and performanoo ctflhis Agreemenhloes not and will notconmct M111, oon!ltltu~ a defau t undar,-orresulUn a breaoh or violal:Jon of any of lhe:ir_respeclive ·o,ganizatiom11 documanls, any law, governmental 1\1,a or regu'.alian, or ar1~ applloabte cm:ler, writ. rnjlJJ\.1'.;tian. Judgr:m;in or dectee-of a~y court o.r governmental aulliprity. or~ other agreeme.rd blinding uPOl'l lndemnltors. 12. .Surety"s Rl,g'hUi ta Reh\'li!:5e o, B9nds and lndemt11tQt,:' WaJ,v,er. Thl!l·S. ret)' _may,, In Its solg d1screi1011, determine one ormt'.11'& m !he fOijOWing: ta> the fndemli1tQrs_ finaneiaJ con m.hall be sent by de~v,ery only for oYemlght packages: Attn: AmTmst North America. nc .• Troosu:ry Decptu Attn: Stephanie Ryag. 40D E,ucuttve Boy!e:om:t, Athflo.or. SoutMngton, CT 1164&9. 13. C aim S-ettlemenL The Surety shaU have the right,, 1n Its sole discretion, to derormine 'for itl;&1t anol lode1nn:lton. whether .any clalm 1 demahd or suit brought aga st. th!! Surety .or any lndamr1ltor In coohectlon with or relalrllg to, any Bond shall be pad, oornprom1sed, settled, tried, derended or ap;>ealed, and this dete nation shall be final, b nd~ and O'OOClualve upoo the lndemnitors. !he Surety shall bo enlhled t() immadr.ate lift mb111so:rmmt for any and an Loss~ 11\CUned 1.mder the beHef il was necessary or expedient to ma'ke such paymeots. 14, De.mar1d Bond . Toe·ollfigee or beneficiary undsrcerlaffl Bomi(s) may make a demand for payment ("Oemarid"~agablst \he Bood(s), When such Derr:iartdis ms e the $urely rnusl pay lhe mnount of tne.Demalld noHo exceed the penal sum ofUle Bond(s.), as well as all the necesaa:ry fees:, oosls, and ~xpenses within 1he time period reqoired by the Demand. Under StJch Bond(s). the Surety, with the knowledge and con~ t of Iha lndemniton. ha$ e1· I re~lned pe,wn~ges"arid .tt.mds due or which may bGoorna ~lie. on any Bonded Conlra.d ,and all otner contracts whe1!her :b.ond, d or no In whlc.h lndemni10r-s llave :\Iii lnterust; (f) a acco_unts aod accounts retelvabte of Iha lndemnilors, or any Oi1e or th8m; (g) all d~il aCCO'Jrrts; (h) all chattel p,aper, doc.u_ nts. inSlrumEmts. inventol"J, end investment prope:lfy as tMoo tarms. are defined by lti-o Uniform 0 Commercial Code l!nd slmllar sti,t\Jl.es as adopted in U1e reJevant slate· (I} tax refunds, daims for ta~ refurWs, geneial lotQnglb M i (D all eqully interestg, (incr.udlng, Wiltlrnrt limitation, all shares. o'lnd men,b :rs~ p, lrmlted p,artner~lp; ijenetlll . p;;u1nersh[p. llmlled Ual)irl!y company intetesw. and any lntere.et and rigob in afl}' joint '!fanture. cnnsorltum. Of teamin~ agreement), to th13' extent _ e S1.1r-ety datenniRes such lnt~~st is related to ils obtigmlons uraier Bom:ts, (k) ~oenses: palenis, COl)Y-r:lgM:s, am':l ll'ade se~, or a licemie without cost to ll.1e Surety for lhe" use of eny of these, t,o ihe e:xwntthe Surety de,termlri,;,m - fr, its sole discretion, Is req necessa:Jy to p,erfect ~ rights. The ram.rre to ·11a or record lhis Agree:m0nt •or any financing staternenl sh.an not :release · or ,exGUSs any ,o f the obligalions of lndBmnilars under u, s Agreement. The Sure~y'.s ruc:e.roise or any Qf tts rights as :a seoureons ancllOf' pl111n&l"lhlp, o!)ilrating or llm~ec l.abiity agreements otwch buslness entity. Halling rll'\liewed all sucn applcabfe d0&urnant,J lllld ll'l5trurnerrts.ttnd tlus:11 otMr fi,ctt H detm!Xt app~rlato. I horeby affirm. ll1at lf Type Namo and Title A notary public or olhe1 officer c:ompletlng Ihis certificate velifies only the identity of !he Individual wfio signed the document to which this cerUf~te is aU!Jclled, and not the truthfulness, accuracy, or validity of lhal document. ACKNOWLEDGEMENT STATE OF C A (...(FO n._,l\..l , /l Co1,mtyor 1...0 S A A h E L,G'J On ,J,Ai0 ct .. d0..>. 1_ befoc~ma, O ~ C'.1 "( ( ' r l ~ C.".hr"Tl"'::'::f Pt.11..i..i.-i c ) oersonallyappeared TA·HHA E-;L.S •I-I C 'RI F • who proved to me on the basis of satisfactory 011id~ to be the person~) Whose nan,,e(!) -.t./;,/e subscribed to the wfthln Instrument and acknowtedg~ to me that heJs,(e~y. executed the same ln h~rltj1'eir authorized capaclty(iei/.). and lhat by hlslh,rtthliir slgnature{j) on the instrument the ~1$onlt), or tl'la entity 11 on behalf of which lho porson(t) actod, executed the lostruir{ent I certify under PENAL TY OF PERJURY under the l11ws of tho State, of L ,i:,. 1,,1 ~ "1 f A- that the foregOing paragraph is true and C001lCL WITNESS my hand an(l official ~ al. O0!>V CtiWA Notary Public resldlt'IQ in. ¾ ,Di.J 11'11 P-Aiitk , CA- l.,I f ~l\r.l tl\- Hol.lry ~-.'Olf, • '4Jl(ornla L0, ~St>ltS Couniy • Ccm mmlon # 2lS5278 _ ~_c_._~_- = (Commlulon expires_ __ D d·_t_~_r_ _ _ _ • ••,. M~ Comm, E.ap1res Ott .3, . 202.5 AmTrost&my c;tA Parx, 6of 11 EXHIBIT 1 - PAGE 6 OF 11 RECEIVED JAN 172023 lndemnltor Nama, and Addrou Federal Tax lD # Signature of Autllorlz.ed Officer Seal Signature of Authorized OfflC41r Saal Prl nt or Type Name artd Title Print or Type Name and Tl& A notary public or- other officer completl~ this tertiflcate verli'i.es only the Identity of th& Individual who signed the document lo which this certificate Is attached, and not the lTUthfulness, accuracy, or validity of that document. ACKNOWlEOOEMENT STATE OF _ _ _ _ _ _ _ _ __ County of _ _ _ _ _ _ _ __ °" - - - - - - - - - - 'before me. - - - - - - - - - - - - - - - - - - - - - - - -- ~personally appeared -----,-----,----,----,----:--,--,---- - ----,--,----:--:-' who proved .to me on the bai;ls oJ S,.1o'TAta..., f?L1 i:,.\.I() personallyappeared TAd:H:\A. l;:U>:Y € R. t f . . , woo proved to me on the basis of !xitisfactory evidence to be the person~ whose name(f) tst:ye subscribed to the within instrument and aclmowledged lo mo that helsJ',c/ltwy oxecuted the same fn h~ltt\elr authOlized. capacity(icfs), and Olat by h~/ltltir- slgnatu:ett) on the instrument ttie personc,5, or the entity upon behalf of whh,h the person($) a¢tec( exeolited the lnstrumenl I certify underPEN~TY OF PERJURY under the laws of the State ot ~(.A k rfCBNr A; lhat the r()(8g01ng paragraph Is In.le and oorreoL WITNESS my hand and offid.al -seaL oeeeoeeeel Notruy Pl.ibJ1c residingat.~U>t--J11-.J (">flll~ , (IH.it►D&•~ 1,4- OODYCHWA Notdry PubllC • Caltfornla Lo, Allje1M ,aunty : ~ (Commlsslonexpires De:c :,,, ,~~.f c.ommfl1ion , 210218 'i COfl'l1'11, flcpimllK 31, 1025 EXHIBIT 1 - PAGE 8 OF 11 1 • ' ..... RECEIVED JAN 1 7 2023~,,, ~1~-~¢,j ,,,,, Tahha Efflhorif, Prt1sioor1t 5314 MarlnerL.n, Chlno, CA. 91710 Print or Type Name Socilal S.c;urily ~umber Addrasa A notary public or other officer completing this cerlificare verlfles ooly the ldonttty of the lndfvldual who signed U,a document lo which lhis certificate is attached, and not the truthrutness. accu~cy, er v13tfdlty of that document. ~············i - i , • ?: . • < •. ~ = OCDY CHWI\ Notary f'ubitc • C1hfarnb Lesl\n~ l6 Cc-.rity j ~ ,. 111l.~ c Ci!-IAF(}QllitA (Commission expires 7n' C ?I - Jt-. it- r ) l~mnltor Slgnaturo Ahmad Elrat>aa 5314 Marine.ln Chino, CA 91710 Pnhl or Typ• Name Social Seoorily Numb&r Add,ess A notary publrc or other officer completing lhis e&rttricate vefifres only the idenrity of the ir1dividual who signed the document to which lhls cerlif1CBte Is auactled, and not the truthfulness, accuracy, or validity of tllat document. ACKNOWLEOG.E:MENT STATE OF ('A v i Fo R rJ CA county of be < A .-J ti6U;, ~ On ,Sp. N , II • ;; 0,) :J befora me. b Oo~ (..' "4,\wvca (_1'.}c."TJ;\ Jui PH q l,.H. ) ptirsonaUy appeared A:11 M f>. n E= ~ e, A A 13 . ,'lho proved to ma on th& basis -of satisfactory evidence to be Uie pet!!On(~ whose rieme(1) is/e/e suflscribeti the wfthin inslrument and acknowledged lo me lhal h&/~th{y executed lne same m h ~r~ir auihorized capacity(lit). and Iha( by hl!l./h~ri r slgnalute(i) on the lnstrument ltie pel'l>On(~. ot the e_Eli~upon behalf of which lho person¢) acted. 0xOC1,1ted the e ins!rumonl. I CGflify under PENAL OF PERJURY under lhe laws of the State of · C.. \i:l r, \ I ( ~ ~ t °' {Commission expires nc:c ~I , ;i {\d r ) Aln Tr~r SI/All)' GIA Ptgt9of11 EXHIBIT 1 - PAGE 9 OF 11 RECEIVED JAN 1 7 20'l3 !rnfernntto:ri!i~a11.n'- oate So~oHl~W'liy umbt,f' A notary 1p11bnc ,or ,a u. oflk:er compleling th[s dertlflcate verl es only lhe ldernity of the lndMdua Wl'lo signed the docunw1nl ta whrctl this ce • ,cme Is aittac'hed ancl