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2007/07/31 Riverside, County FY08, Augmentation Agreement COUNTY AUGMENTATION AGREEMENT BY AND BETWEEN THE COUNTY OF RIVERSIDE AND CITY OF MENIFEE This County Augmentation Agreement is made and entered into by and between the CITY OF MENIFEE ("City"), a municipal corporation incorporated under the laws of the State of California, and the COUNTY OF RIVERSIDE ("County"), a political subdivision of the State of California, as of the date of approval by both parties. RECITALS WHEREAS, on or about July 31, 2007, the County Board of Supervisors amended Board Policy A-46, entitled Positions on Local Agency Formation Commission Matters, to allow the County to authorize revenue augmentation payments to newly incorporating cities where a Comprehensive Fiscal Analysis approved by LAFCO clearly demonstrates that a proposed incorporation will be revenue neutral or result in a net reduction in County costs; and, WHEREAS, during the same action, the County Board of Supervisors determined that, according to the estimated net savings calculations contained in the Comprehensive Fiscal Analysis for three incorporation boundary alternatives for the proposed incorporation of the City of Menifee, the County is not likely to be adversely affected by the incorporation of the City of Menifee and the County will likely experience net savings as a result of the incorporation; and, WHEREAS, based on the findings of the Menifee CFA, the County Board of Supervisors concurrently approved the annual revenue augmentation payments equal to the projected annual cost savings to the County in the estimated net savings calculations contained in the Menifee CFA for three incorporation boundary alternatives for the first ten years following incorporation of the City of Menifee; and, WHEREAS, the action of the County Board of Supervisors further provided that, in the event actual annual sales and use taxes collected by the Board of Equalization pursuant to Part 1.5 of Division 2 of the Revenue and Taxation Code within the City of Menifee for any year during the first ten years following incorporation exceed the sales and use tax projected for that year in the Menifee CFA, such annual revenue augmentation payments shall be reduced by the amount of the difference between the actual sales and use tax and the projected sales and use taxes; and, WHEREAS, on or about October 2, 2007, the Menifee CFA was finalized indicating adjustments in annual revenue augmentation payments to the City of Menifee for the first ten years following incorporation for Boundary Alternative 3; and, WHEREAS, on or about October 25, 2007, LAFCO adopted the October 2, 2007 Menifee CFA and approved Boundary Alternative 3 for the proposed incorporation of the City of Menifee; and, WHEREAS, the City of Menifee is a municipal corporation incorporated under the laws of the State of California with an effective date of incorporation on October 1, 2008; and, Page 1 of 6 I WHEREAS, in or about October of 2008, the County Board of Supervisors approved this Agreement in its entirety, including, without limitations, the annual revenue augmentation payments to the City of Menifee for the first ten years following incorporation pursuant to the October 2, 2007 Menifee CFA for Boundary Alternative 3. NOW THEREFORE, in consideration of mutual promises and covenants contained herein,the Parties agree as follows: 1. DEFINITIONS A. "Agreement" refers to this County Augmentation Agreement by and between the County of Riverside and the City of Menifee. B. "Board of Equalization" shall mean the State of California Board of Equalization. C. "Board Policy A-46" refers to County Board of Supervisors Policy A-46 on the subject of Board of Supervisors' Positions on Local Agency Formation Commission Matters as amended on or about July 31, 2007. D. "City" shall mean the City of Menifee, a municipal corporation incorporated under the laws of the State of California with an effective date of incorporation on October 1, 2008. E. "County" shall mean the County of Riverside, a political subdivision of the State of California. F. "County Augmentation" shall mean the amount approved by the County Board of Supervisors equal to the projected cost savings to County in the net savings calculation contained in the Menifee CFA for Boundary Alternative 3 to be paid to the City of Menifee for the first ten years following incorporation. G. "Effective Date" shall mean the date of approval of this County Augmentation Agreement by both Parties. H. "Excess Sales and Use Tax" shall mean the amount of the sales and use tax revenue collected by the Board of Equalization pursuant to and defined by Part 1.5 of Division 2 of the Revenue and Taxation Code within the City of Menifee for any year during the first ten years following incorporation that exceeds the sales and use tax projected for that year in the Menifee CFA. I. "Fiscal Year" shall mean the County's fiscal year beginning July 1 and ending June 30 annually. J. "LAFCO"refers to Riverside County Local Agency Formation Commission. Page 2 of 6 K. "Parties" shall mean the County of Riverside and the City of Menifee. L. "Sales and Use Tax" shall mean the sales and use tax revenue collected by the Board of Equalization pursuant to and as defined by the Bradley-Burns Uniform Local Sales and Use Tax Law contained in Part 1.5 of Division 2 of the Revenue and Taxation Code. M. "Sales and Use Tax Analysis" shall mean the analysis produced by the City documenting the amount of Excess Sales and Use Tax, if any, collected within the City for the previous fiscal year, and shall include summary documentation from the Board of Equalization of the sales and use tax collected within the City during the previous fiscal year. N. "Menifee Net Savings Calculations" shall refer to the calculations of the County's annual net savings projected to result from incorporation of the City of Menifee contained in the Menifee CFA for Boundary Alternative 3. O. "Menifee Sales and Use Tax Projections" shall refer to the calculations of the projected annual sales and use taxes to be collected by the Board of Equalization within the City of Menifee contained in the Menifee CFA for Boundary Alternative 3. P. "Menifee CFA"refers to the Public Hearing Draft Comprehensive Fiscal Analysis dated October 2, 2007 for the proposed incorporation of the City of Menifee, which was adopted by LAFCO on or about October 25, 2007. 2. PURPOSE OF AGREEMENT The purpose of this Agreement is to set forth the mutual understandings between the Parties of the terms and conditions relating to payments of County Augmentation to the City during the first ten years following its incorporation. 3. COUNTY OBLIGATIONS A. The Parties agree the amounts in Table 1, Menifee Net Savings Calculations, herein below, are the estimated net savings to the County projected in the Menifee CFA for Boundary Alternative 3. Table 1 Menifee Net Savings Calculations Transition Year 2 3 4 5 6 7 8 9 10 FY 08/09 FY 09/10 FY 10/11 FY 11/12 FY 12/13 FY 13/14 FY 14/15 FY 15/16 FY 16/17 FY 17/18 $830,444 $855,357 $881,018 $907,449 $934,672 $962,712 $991,594 $1,021,342 $1,051,982 $1,083,541 Page 3 of 6 B. The County agrees to annually pay County Augmentation to the City commencing in Fiscal Year 2008/2009 and concluding in Fiscal Year 2017/2018, as follows: (i) Within thirty (30) days from the Effective Date, the County shall pay the full amount of County Augmentation to the City equal to the amount in Table 1 for Fiscal Year 2008/2009. (ii) Commencing in Fiscal Year 2009/2010 and concluding in Fiscal Year 2017/2018, by the end of each fiscal year, the County shall pay County Augmentation to the City equal to the amount in Table 1 for that fiscal year reduced by the amount of Excess Sales and Use Tax, if any, collected within the City in the prior fiscal year. (iii) If the amount of Excess Sales and Use Tax collected within the City in the prior fiscal year is greater than or equal to the amount of County Augmentation due for a given fiscal year, the County shall not pay the County Augmentation that year. 4. CITY OBLIGATIONS A. The Parties agree the amounts in Table 2, Menifee Sales and Use Tax Projections, herein below, are the estimated total sales and use tax projected in the Menifee CIA for Boundary Alternative 3. Table 2 Menifee Sales and Use Tax Projections Transition Year 2 3 4 5 6 7 8 9 10 FY 08/09 FY 09/10 FY 10/11 FY 11/12 FY 12113 FY 13/14 FY 14/15 FY 15/16 FY 16/17 FY 17/18 $796,338 $3,893,592 $4,389,037 $5,005,322 $5,423,279 $5,861,809 $6,321,769 $6,804,052 $7,259,347 $7,735,836 B. By October lst of each year, commencing in 2009 and concluding in 2018, the City shall provide the County a Sales and Use Tax Analysis that calculates the Excess Sales and Use Tax, if any, collected during the prior fiscal year. C. By October 1, 2018, if the City determines any Excess Sales and Use Tax is due the County for the prior or any previous fiscal year, the City shall pay the County such amount of Excess Sales and Use Tax due. 5. BREACH AND REMEDIES A. The Parties agree the City shall be in material breach for noncompliance with the terms of this Agreement, including, without limitations, if the City fails, neglects Page 4 of 6 1 and/or refuses to timely provide a Sales and Use Tax Analysis of the prior fiscal year to the County by October I" of each year, commencing with Years 2009 and concluding in 2018. B. Upon determination by the County that the City is in material breach of the terms of this Agreement, the Parties agree: (i) The County may at its sole discretion send a written notice of noncompliance to the City requiring compliance by the City within thirty (30) days from the date of the notice. (ii) The County may at its sole discretion withhold payments of County Augmentation to the City for that and subsequent fiscal years until the breach is resolved. 6. DISPUTES Should the County disagree with any Sales and Use Tax Analysis timely submitted by the City, the Parties shall meet and confer in good faith in an attempt to resolve such dispute before taking any legal action. 7. EFFECTIVE PERIOD OF AGREEMENT This Agreement shall become effective upon the Effective Date and shall remain in full force and effect until the last and final Sales Tax and Use Analysis is received by the County from the City and the City pays the County the amount of any outstanding Excess Sales and Use Tax due. 8. NOTICES The following individuals and their successors are designated by the County and the City as the authorized representative of the two Parties for implementation of this Agreement, and all notices and correspondences relative hereto shall be considered delivered when received by these individuals at the following addresses: For the County: County Executive Officer County Administrative Center 4800 Lemon Street, 4tn Floor Riverside, CA 92501 For the City: City Manager City of Menifee 29683 New Hub Circle, Suite C Menifee, CA 92586 Page 5 of 6 9. GENERAL PROVISIONS A. This Agreement shall be construed and interpreted according to the laws of the State of California. Any legal action related to the interpretation or performance of this Agreement shall be filed only in the appropriate courts located in the County of Riverside, State of California. B. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof, and all prior or contemporaneous agreements of any kind or nature relating to the same shall be deemed to be merged herein. C. No addition or alteration of the terms of this Agreement, whether by written or verbal understanding of the parties, their officers, agents, or employees shall be valid unless made in writing and formally approved and executed by both parties. D. If any provision of this Agreement is held by the court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. IN WITNESS WHEREOF,the Parties hereto have executed this Agreement by their respective authorized officers. Date For City of Menifee Roy Wilson, Chairman Date Riverside County Board of Supervisors For Riverside County, California Page 6 of 6 SUBMITTAL TO THE BOARD OF SUPERVISORS ` x COUNTY OF RIVERSIDE, STATE OF CALIFORNIA o' oe o� FROM: Executive Office SUBMITTAL DATE: n z p Oct 7, 2008 o0 SUBJECT: Approval of County Augmentation Agreement by and between the City of Menifee and o the County of Riverside. a� c Q RECOMMENDED MOTION: Z)o �W W1. That the Board of Supervisors approve and authorize the Chairman to sign the agreement Q (Attachment A) with the City of Menifee; <o_ 2. Direct the Auditor Controller's office to make the budget adjustment in Attachment B; and o 3. Direct the Executive Office to make payments subsequent to the execution of the agreement. U U BACKGROUND: On July 31, 2007 (Item 3.2) the Board approved the recommended motion to allocate the net savings calculations to the proposed new cities in the areas of Wildomar and u Menifee, and to continue to provide annual payments based on the Public Review Draft Qa, Comprehensive Fiscal Analysis (CFA). The payments are to be reduced annually by the amount z a of sales and use tax revenue collected which exceeds the estimated amounts identified in the o CFA. The payment amounts are based on the finalized CFA. U o Continued on the next page p fw D Attachments Tina Grande, Pr ipal Management Analyst O U 0 LU LU LU J FINANCIAL Current F.Y.Total Cost: $ 830,444 In Current Year Budget. No � > a DATA Current F.Y. Net County Cost: $ 830,444 Budget Adjustment: Yes Annual Net County Cost: $ 855,357 For Fiscal Year: 08/9-17/18 F SOURCE OF FUNDS: Contingency Positions To Be >- Deleted Per A-30 O u_ m Requires 415 Vote X C.E.O. RECOMMENDATION: Approve APPROVE BY: 7 a o. County Executive Office Signature Gary M Christmas X x MINUTES OF THE BOARD OF SUPERVISORS Vl to C C O O On motion of Supervisor Stone, seconded by Supervisor Ashley and duly carried by unanimous vote, IT WAS ORDERED that the above matter is approved as recommended. pAyes: Buster, Tavaglione, Stone, Wilson, and Ashley W n Nays: None I'HE FGREGG NG IS A FULL,TRUE AND Nancy Romero -J = Absent: None ORRCCT COPY C ��MINUTE ORDER Cr Clerk c�f�t d LL. BOARD OF SUPERVISORS ENTERS ( r Cl) LLDate: October 7, 2QQ �� ? 1 By p xc: E.O., Auditor '20 De uty Dated: W w NANCY ROMERO Geri,to the Board of _ o Superviso ' o�f3Varside,California CD LJ 'DJ By ;, „�� DepuP Prev. Agn. Ref.: 7/31/07 3.2 District: 3&5 Agenda Number: _ = ATTACHMENTS FILED • - -. .- -.-..i i r- TI 1r r3nAE3rN Approval of County Augmentation Agreement by and between the City of Menifee and the County of Riverside. Page 2 The agreement is by and between the City of Menifee and the County of Riverside. It outlines all terms and conditions, including payment terms. In brief, the county shall pay the city the net savings calculation (Table 1 of Attachment A) from the CFA each year. If the sales and use tax revenue collected by the city is in excess of the projected sales and use tax revenue projections (Table 2 of Attachment A) in the CFA, then the county will reduce the payment in the following fiscal year by the amount in excess. There are two exceptions. The first exception is with the initial payment, which will be made in full within 30 days from the effective date of this agreement, and will not have an offset. The second exception is with the final year off-set. The city is required to submit a payment by October 1, 2018 if any sales tax is found in excess for FY 17/18. The City of Menifee incorporated on October 1, 2008. The city approved the agreement at their first meeting. County Counsel has approved the agreement as to form. Attachment B Decrease appropriations: 1.0000-1 109000000-581000 Appropriation for Contingency $830,444 Increase appropriations: 10000-1101000000-536200 Contributions to Other Non-County Agency $830,444 COUNTY AUGMENTATION AGREEMENT BY AND BETWEEN THE COUNTY OF RIVERSIDE AND CITY OF MENIFEE This County Augmentation Agreement is made and entered into by and between the CITY OF MENIFEE ("City"), a municipal corporation incorporated under the laws of the State of California, and the COUNTY OF RIVERSIDE ("County"), a political subdivision of the State of California, as of the date of approval by both parties. RECITALS WHEREAS, on or about July 31, 2007, the County Board of Supervisors amended Board Policy A-46, entitled Positions on Local Agency Formation Commission Matters, to allow the County to authorize revenue augmentation payments to newly incorporating cities where a Comprehensive Fiscal Analysis approved by LAFCO clearly demonstrates that a proposed incorporation will be revenue neutral or result in a net reduction in County costs; and, WHEREAS, during the same action, the County Board of Supervisors determined that, according to the estimated net savings calculations contained in the Comprehensive Fiscal Analysis for three incorporation boundary alternatives for the proposed incorporation of the City of Menifee, the County is not likely to be adversely affected by the incorporation of the City of Menifee and the County will likely experience net savings as a result of the incorporation; and, WHEREAS, based on the findings of the Menifee CFA, the County Board of Supervisors concurrently approved the annual revenue augmentation payments equal to the projected annual cost savings to the County in the estimated net savings calculations contained in the Menifee CFA for three incorporation boundary alternatives for the first ten years following incorporation of the City of Menifee; and, WHEREAS, the action of the County Board of Supervisors further provided that, in the event actual annual sales and use taxes collected by the Board of Equalization pursuant to Part 1.5 of Division 2 of the Revenue and Taxation Code within the City of Menifee for any year during the first ten years following incorporation exceed the sales and use tax projected for that year in the Menifee CFA, such annual revenue augmentation payments shall be reduced by the amount of the difference between the actual sales and use tax and the projected sales and use taxes; and, WHEREAS, on or about October 2, 2007, the Menifee CFA was finalized indicating adjustments in annual revenue augmentation payments to the City of Menifee for the first ten years following incorporation for Boundary Alternative 3; and, WHEREAS, on or about October 25, 2007, LAFCO adopted the October 2, 2007 Menifee CFA and approved Boundary Alternative 3 for the proposed incorporation of the City of Menifee; and, WHEREAS, the City of Menifee is a municipal corporation incorporated under the laws of the State of California with an effective date of incorporation on October 1, 2008; and, EACH DOCUMENT T(,,V1htCH TH,S CERTrr1CATE IS 4XTACHED IS CERTIFIED TO BE A FULL„TRUE ANt` ^.!RRECT COPY OF THE ORIGINAL ON F!LEPlfD OF RECORD IN MY OFF,Cf. 7 Q O —aancy--Romeo - Page 1 of 6 Clerk of the B ftlsu pervircn 3 ,y' cou, rvolifomie OCT 072008 72008 �' (� WHEREAS, in or about October of 2008, the County Board of Supervisors approved this Agreement in its entirety, including, without limitations, the annual revenue augmentation payments to the City of Menifee for the first ten years following incorporation pursuant to the October 2,2007 Menifee CFA for Boundary Alternative 3. NOW THEREFORE, in consideration of mutual promises and covenants contained herein,the Parties agree as follows: 1. DEFINITIONS A. "Agreement" refers to this County Augmentation Agreement by and between the County of Riverside and the City of Menifee. B. "Board of Equalization" shall mean the State of California Board of Equalization. C. "Board Policy A-46" refers to County Board of Supervisors Policy A-46 on the subject of Board of Supervisors' Positions on Local Agency Formation Commission Matters as amended on or about July 31, 2007. D. "City" shall mean the City of Menifee, a municipal corporation incorporated under the laws of the State of California with an effective date of incorporation on October 1, 2008. E. "County" shall mean the County of Riverside, a political subdivision of the State of California. F. "County Augmentation" shall mean the amount approved by the County Board of Supervisors equal to the projected cost savings to County in the net savings calculation contained in the Menifee CFA for Boundary Alternative 3 to be paid to the City of Menifee for the first ten years following incorporation. G. "Effective Date" shall mean the date of approval of this County Augmentation Agreement by both Parties. H. "Excess Sales and Use Tax" shall mean the amount of the sales and use tax revenue collected by the Board of Equalization pursuant to and defined by Part 1.5 of Division 2 of the Revenue and Taxation Code within the City of Menifee for any year during the first ten years following incorporation that exceeds the sales and use tax projected for that year in the Menifee CFA. I. "Fiscal Year" shall mean the County's fiscal year beginning July 1 and ending June 30 annually. J. "LAFCO"refers to Riverside County Local Agency Formation Commission. Page 2 of 6 K. "Parties" shall mean the County of Riverside and the City of Menifee. L. "Sales and Use Tax" shall mean the sales and use tax revenue collected by the Board of Equalization pursuant to and as defined by the Bradley-Burns Uniform Local Sales and Use Tax Law contained in Part 1.5 of Division 2 of the Revenue and Taxation Code. M. "Sales and Use Tax Analysis" shall mean the analysis produced by the City documenting the amount of Excess Sales and Use Tax, if any, collected within the City for the previous fiscal year, and shall include summary documentation from the Board of Equalization of the sales and use tax collected within the City during the previous fiscal year. N. "Menifee Net Savings Calculations" shall refer to the calculations of the County's annual net savings projected to result from incorporation of the City of Menifee contained in the Menifee CFA for Boundary Alternative 3. O. "Menifee Sales and Use Tax Projections" shall refer to the calculations of the projected annual sales and use taxes to be collected by the Board of Equalization within the City of Menifee contained in the Menifee CFA for Boundary Alternative 3. P. "Menifee CFA"refers to the Public Hearing Draft Comprehensive Fiscal Analysis dated October 2, 2007 for the proposed incorporation of the City of Menifee, which was adopted by LAFCO on or about October 25, 2007. 2. PURPOSE OF AGREEMENT The purpose of this Agreement is to set forth the mutual understandings between the Parties of the terms and conditions relating to payments of County Augmentation to the City during the first ten years following its incorporation. 3. COUNTY OBLIGATIONS A. The Parties agree the amounts in Table 1, Menifee Net Savings Calculations, herein below, are the estimated net savings to the County projected in the Menifee CFA for Boundary Alternative 3. Table 1 Menifee Net Savings Calculations Transition Year 2 3 4 5 6 7 8 9 10 FY 08/09 FY 09/10 FY 10/11 FY 11/12 FY 12/13 FY 13/14 FY 14/15 FY 15/16 FY 16/17 FY 17/18 $830,444 $855,357 $881,018 $907,449 $934,672 $962,712 $991,594 $1,021,342 $1,051,982 $1,083,541 Page 3 of 6 l B. The County agrees to annually pay County Augmentation to the City commencing in Fiscal Year 2008/2009 and concluding in Fiscal Year 2017/2018, as follows: (i) Within thirty (30) days from the Effective Date, the County shall pay the full amount of County Augmentation to the City equal to the amount in Table 1 for Fiscal Year 2008/2009. (ii) Commencing in Fiscal Year 2009/2010 and concluding in Fiscal Year 2017/2018, by the end of each fiscal year, the County shall pay County Augmentation to the City equal to the amount in Table 1 for that fiscal year reduced by the amount of Excess Sales and Use Tax, if any, collected within the City in the prior fiscal year. (iii) If the amount of Excess Sales and Use Tax collected within the City in the prior fiscal year is greater than or equal to the amount of County Augmentation due for a given fiscal year, the County shall not pay the County Augmentation that year. 4. CITY OBLIGATIONS A. The Parties agree the amounts in Table 2, Menifee Sales and Use Tax Projections, herein below, are the estimated total sales and use tax projected in the Menifee CFA for Boundary Alternative 3. Table 2 Menifee Sales and Use Tax Projections Transition Year 2 3 4 5 6 7 8 9 10 FY 08/09 FY 09/10 FY 10/11 FY 11/12 FY 12/13 FY 13/14 FY 14/15 FY 15/16 FY 16/17 FY 17/18 $796,338 $3,893,592 $4,389,037 $5,005,322 $5,423,279 $5,861,809 $6,321,769 $6,804,052 $7,259,347 $7,735,836 B. By October 1st of each year, commencing in 2009 and concluding in 2018, the City shall provide the County a Sales and Use Tax Analysis that calculates the Excess Sales and Use Tax, if any, collected during the prior fiscal year. C. By October 1, 2018, if the City determines any Excess Sales and Use Tax is due the County for the prior or any previous fiscal year, the City shall pay the County such amount of Excess Sales and Use Tax due. 5. BREACH AND REMEDIES A. The Parties agree the City shall be in material breach for noncompliance with the terms of this Agreement, including, without limitations, if the City fails, neglects Page 4 of 6 i and/or refuses to timely provide a Sales and Use Tax Analysis of the prior fiscal year to the County by October 1" of each year, commencing with Years 2009 and concluding in 2018. B. Upon determination by the County that the City is in material breach of the terms of this Agreement, the Parties agree: (i) The County may at its sole discretion send a written notice of noncompliance to the City requiring compliance by the City within thirty (30) days from the date of the notice. (ii) The County may at its sole discretion withhold payments of County Augmentation to the City for that and subsequent fiscal years until the breach is resolved. 6. DISPUTES Should the County disagree with any Sales and Use Tax Analysis timely submitted by the City, the Parties shall meet and confer in good faith in an attempt to resolve such dispute before taking any legal action. 7. EFFECTIVE PERIOD OF AGREEMENT This Agreement shall become effective upon the Effective Date and shall remain in full force and effect until the last and final Sales Tax and Use Analysis is received by the County from the City and the City pays the County the amount of any outstanding Excess Sales and Use Tax due. 8. NOTICES The following individuals and their successors are designated by the County and the City as the authorized representative of the two Parties for implementation of this Agreement, and all notices and correspondences relative hereto shall be considered delivered when received by these individuals at the following addresses: For the County: County Executive Officer County Administrative Center 4800 Lemon Street, 4ch Floor Riverside, CA 92501 For the City: City Manager City of Menifee 29683 New Hub Circle, Suite C Menifee, CA 92586 Page 5 of 6 1 9. GENERAL PROVISIONS A. This Agreement shall be construed and interpreted according to the laws of the State of California. Any legal action related to the interpretation or performance of this Agreement shall be filed only in the appropriate courts located in the County of Riverside, State of California. B. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof, and all prior or contemporaneous agreements of any kind or nature relating to the same shall be deemed to be merged herein. C. No addition or alteration of the terms of this Agreement, whether by written or verbal understanding of the parties, their officers, agents, or employees shall be valid unless made in writing and formally approved and executed by both parties. D. If any provision of this Agreement is held by the court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. IN WITNESS WHEREOF,the Parties hereto have executed this Agreement by their respective authorized officers. Date For City of Menifee r�� OCT 0 7 2008 Roy ils , Chairman Date Ri s' a County Board of S ervisors For Riverside County, Ca ornia A-YT f. FORM RO COUNTY COUNSEL BY T N LIEU (a DATE Page 6 of 6 nrT A 'f )nnQ 3.Lo 9. GENERAL PROVISIONS A. This Agreement shall be construed and interpreted according to the laws of the State of California. Any legal action related to the interpretation or performance of this Agreement shall be filed only in the appropriate courts located in the County of Riverside, State of California. B. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof, and all prior or contemporaneous agreements of any kind or nature relating to the same shall be deemed to be merged herein. C. No addition or alteration of the terms of this Agreement, whether by written or verbal understanding of the parties, their officers, agents, or employees shall be valid unless made in writing and formally approved and executed by both parties. D. If any provision of this Agreement is held by the court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their respective authorized officers. ?�J hq i Date Foy City of Menifee Roy Wilson, Chairman Date Riverside County Board of Supervisors For Riverside County, California Page 6 of 6