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2018/03/16 Lennar Homes of California, Inc. TR36299-1 recreation center and landscape improvements AGREEMENT FOR RECREATIONAL CENTER AND LANDSCAPE IM[PROVENIENTS This AGREEMENT FOR RECREATIONAL CENTER AND LANDSCAPE IMPROVEMENTS ("Agreement") is made and entered into as of the- Ito I" 2018, by and between the CITY OF MENIFEE,a California municipal corporation, ("City")and LENNAR HOMES OF CALIFORNIA, INC., a California Corporation("Developer"). WITNESSETH Developer, for and in consideration of the approval of a minor plot plan for a homeowner's association recreational center including, community building, pool building, one pool, a spa, restrooms, outdoor furniture, bocce ball court, outdoor barbeque, small dog park and a large dog park, parking and landscape and irrigation materials and installation ("Recreational Center Work")on that certain development plan known as"The Cortana Club",HOA-Maintained Recreation Center Plans (Plot Plan No. 2016-239) located within the Menifee Town Center Specific Plan within Parcel 22 of Parcel Map No. 36299-1 (PM36299-1) on Civic Center Drive and Civic Plaza Drive, Assessor's Parcel Number 360-850-022 , (the "Property"), agrees, at Developer's own cost and expense, to furnish all labor, equipment, and material necessary to perform and complete the Recreational Center Work and, as it relates to the landscape and irrigation improvements, Developer also agrees that it shall maintain for a period of twelve(12) months after its Building Permit has been issued or as otherwise required by City's Community Development Director in a good and workmanlike manner, all those landscape and irrigation improvements in accordance with those landscape and irrigation plans for the development of said entitlement which have been approved by City's Community Development Director, and are on file in the Office of the City of Menifee Community Development Department, and to do all work incidental thereto in accordance with the standards set forth in Menifee Municipal Code Chapter 9.86 and Menifee Municipal Code Chapter 15.04,which are expressly made a part of this Agreement, which are attached hereto as Exhibit A to this Agreement. All of the Recreational Center Work shall be done under the inspection of and, to the satisfaction of, City's Community Development Director and shall not be deemed complete until approval of the final inspection is made by City's Community Development Director. Approval of City's Community Development Director of the Recreational Center Work and of the final planting shall be in writing. The estimated cost of the Recreational Center Work is THREE MILLION,THREE HUNDRED AND EIGHT THOUSAND, TWO HUNDRED AND THIRTY TWO 00/100 DOLLARS ($3,308, 232.00). 2. Developer agrees to pay to City the actual cost of such inspections of the Recreational Center Work as may be required by City's Community Development Director. Developer and City further agree that if suit is brought upon this Agreement or any security guaranteeing the completion of the Recreational Center Work, all reasonable costs, expenses,and fees incurred by City in successfully enforcing such obligations shall be paid by Developer including reasonable attorneys' fees, and that upon entry of judgment, such costs, expenses, and fees shall be taxed as costs and included in any judgment rendered. 26711031858-0001 8621088.2 a02/22/18 3. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), Developer shall defend (with legal counsel reasonably acceptable to City), indemnify, and hold free and harmless City and City's agents, officers, and employees, (each, an"Indemnitee") from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of Developer or any officers, agents, employees, representatives, or subcontractors of Developer [collectively,the"Developer Entities"]), expense, and liability of every kind, nature, and description (including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Developer, any of the Developer Entities, anyone directly or indirectly employed by either the Developer or Developer Entities,or anyone that the Developer or Developer Entities control (collectively, the "Liabilities"), in connection with the implementation of this Agreement. Such obligation to defend, hold harmless, and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the sole negligence or willful misconduct of such Indemnitee. 4. Developer hereby grants to City, and to any agent or employee of City, the irrevocable permission to enter upon the Property for the purpose of inspecting the Recreational Center Work or determining compliance with this Agreement. This permission shall terminate in the event that Developer has completed the Recreational Center Work within the time specified or any extension thereof granted by City's Community Development Director, and upon the City's Community Development Director's final approval of the Recreational Center Work. 5. Developer agrees at all times, up to the completion and written approval of the Recreational Center Work by City's Community Development Director,to give good and adequate warning to the traveling public of each and every dangerous condition caused by the Recreational Center Work, and to protect the traveling public from such defective or dangerous conditions. 6. Developer, or its agents and employees, shall give notice to City's Community Development Director at least forty-eight (48) hours before beginning the Recreational Center Work. Furthermore, Developer shall provide City's Community Development Director with any and all information or any other materials, deemed reasonably necessary by the Community Development Director or its designee, to allow the City's Community Development Director or its designee the ability to monitor, assess,and inspect the progress and manner of the Recreational Center Work, 7. Developer shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the Recreational Center Work. Developer shall not hire or employ any person to perform work within City or allow any person to perform the Recreational Center Work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages,as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Developer employees, contractors, and subcontractors. It is understood that it is the responsibility of Developer to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and 2671/031858-0001 8621088.2 a02/22118 -2- 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Developer and all Developer Entities shall obtain and maintain a City of Menifee business license. Developer shall require the same of all contractors and subcontractors. 8. If Developer, or its agents or employees,neglects, refuses, or fails to prosecute the Recreational Center Work with such diligence as to insure its completion within the specified time, or within such extensions of time as have been, or may be, granted by City's Community Development Director, or if Developer violates,neglects,refuses,or fails to perform satisfactorily any of the provisions of the plans and specifications, Developer shall be in default of this Agreement and notice in writing of such default may be served upon Developer. City's Community Development Director shall have the power to terminate all rights (granted by Plot Plan No. 2016-239) of Developer due to such default. The determination of City's Community Development Director of the question as to whether any of the terms of this Agreement or the plans and specifications have been violated or have not been performed satisfactorily shall be conclusive upon Developer, and any and all parties who may have any interest in this Agreement or any portion thereof. No delay or omission in the exercise of any right or remedy by City shall impair such right or remedy or be construed as a waiver. City's consent or waiver of one act or omission by Developer shall not be deemed to constitute a consent or waiver of City's rights with respect to any subsequent act or omission by Developer. Any waiver of any default shall be in writing. The foregoing provisions of this Section shall be in addition to all rights and remedies available to City under law. 9— Prior to the date this Agreement is executed, Developer agrees to file with City good and sufficient security as provided in subsections (1), (2), and (3) of subdivision (a) of Section 66499 of the Government Code in any amount not less than the estimated cost of the Recreational Center Work for the faithful performance of the terms and conditions of this Agreement, except that when the estimated cost of said work is $2,500 or less, the security shall be a deposit of cash or its equivalent as determined acceptable by City's Building Director. Developer further agrees that if the security is a bond and if the sureties on the faithful performance bond or the amount of said bonds in the opinion of City's Community Development Director becomes insufficient, Developer agrees to renew each and every bond or bonds with good and sufficient sureties or increase the amount of said bonds, or both, within ten (10) days after being notified by City's Community Development Director that the sureties or amounts are insufficient. Notwithstanding any other provision herein, if Developer fails to take such action as is necessary to comply with said notice, Developer shall be in default of this Agreement unless all required work is completed within ninety(90) days of the date on which City's Community Development Director notifies Developer of the insufficiency of the sureties or the amount of the bonds or both. 10. It is further agreed by and between the parties hereto, including the surety or sureties on the bonds or the issuers of any instruments or letters of credit securing this Agreement, that,in the event it is deemed necessary to extend the time of completion of the Recreational Center Work contemplated to be done under this Agreement, extensions of time may be granted from time to time by City's Community Development Director either at his/her option or upon request of Developer, and such extensions shall in no way affect the validity of this Agreement or release the surety or sureties on said bonds. Developer further agrees to maintain the aforesaid bond or 2671/031858-0001 8621088.2 a02/22/18 -3- bonds or the issuance of any instruments or letters of credit in full force and effect during the term of this Agreement, including any extensions of time as may be granted thereon. 11. Upon the satisfactory completion and written approval of the Recreational Center Work by City's Community Development Director, the entire amount of the security shall be released or returned by City to Developer. 12. This Agreement shall be binding upon Developer and its heirs, executors, administrators, successors, or assigns, all and each both jointly and severally. 13. With the exception of the specific provisions set forth in this Agreement,there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 14. It is understood and agreed by the parties hereto that if any part,term, or provision of this Agreement is held to be unlawful and void, the validity of the remaining portions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular part, term, or provision held to be invalid. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. 15. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 16. Developer shall not discriminate in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. 17. The laws of the State of California shall govern this agreement. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court,venue shall lie exclusively in the Central District of California, in Los Angeles. 18. The person(s)executing this Agreement on behalf of the parties hereto warrant that (a) such party is duly organized and existing, (b)they are duly authorized to execute and deliver this Agreement on behalf of said party, and (c) by so executing this Agreement, such party is formally bound to the provisions of this Agreement. 19. Any notice or notices required or permitted to be given pursuant to this Agreement shall be served on the other party by mail, postage prepaid, at the following addresses: To City: City of Menifee Community Development Department 29714 Haun Road Menifee, CA 92584 To Developer: Lennar Homes of California, Inc. 980 Montecito Drive, Suite 302 Corona, CA 92879 2671/031 858-0001 862,088.2 a02/22/18 -4- [signatures on following page] 26711031858-0001 8621088.2 a02/22/18 -5- IN WITNESS WHEREOF, Developer and City have executed this Agreement as of the date and year first above written. Lennar Homes of California, Inc. ("Developer") Dated: 2 cel I �) By (Signature for President or other Category 1 Officer) ��lPo�re� S rn,'r1n. (Print Name) y ICL �Std�► (Title) Dated: By (Signature for Secretary or other Category 2 Officer) (Print Name) (Title) CITY OF MENIFEE (`:City") Dated: By Cheryl jrow1"j, CommDevelo t Director Approved as to Form: Jh rey T. Melchin City Attorney �-- 16711031858-0001 8621088.2 a02/22/18 -6- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of CalifO7 1 County of On I "��U l D before me, Date ere 1 ssert Name and itle of the Cifficer / personally appeared �Q I ►' I N me(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person0whose name Is are subscribed to the within instrument and acknowledged to me thaj4h)/she/they executed the same in / er/their authorized capacity' s), and that by6i /her/their signs ureX on the instrument the perso or the entity upon behalf of which the person 6 ed, executed the instrument. I certify under PENALTY OF PERJURY under the aMy JODIEATHA laws of the State of California that the foregoing NotaryPublic-California = paragraph is true and correct. Riverside County > Commission#223089J2022 WITNESS my hand and official seal.Comm.Expires Feb 11, Signature — (' 6 OA,,- Place Notary Seal and/or Stamp Above Si nature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Trustee ❑ Guardian of Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: ©2017 National Notary Association CERTIFICATE OF ASSISTANT SECRETARY OF LENNAR HOMES OF CALIFORNIA,INC. AUGUST 1,2017 The undersigned, Sandra Leyva, as the duly elected, qualified and acting Assistant Secretary of LENNAR HOMES OF CALIFORNIA, INC., a California corporation (the "Corporation"),hereby certifies that: 1. Attached hereto as Exhibits A and B are true, correct and complete copies of the Certificate of Incorporation and the Bylaws of the Corporation, respectively, and there have been no amendments or modifications thereto as of the date hereof. 2. Attached hereto as Exhibit C are true, correct and complete copies of certain resolutions duly and unanimously adopted by the Board of Directors of the Corporation by Written Consent, dated June 28, 2006. Such resolutions have not been amended or repealed and remain in full force and effect. 3. MARK TORRES is a duly elected Vice President of the Corporation, serving continuously in such capacity since his election on January 5, 2007. He is incumbent in such office as of the date hereof and is authorized to sign documents on behalf of the Corporation. 4. JEFF CLEMENS is a duly elected Vice President of the Corporation, serving continuously in such capacity since his election on June 26, 2006. He is incumbent in such office as of the date hereof and is authorized to sign documents on behalf of the Corporation. 5. GEOFFREY SMITH is a duly elected Vice President of the Corporation, serving continuously in such capacity since his election on January 7, 2015. He is incumbent in such office as of the date hereof and is authorized to sign documents on behalf of the Corporation. [Signature Page Follows] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Assistant Secretary on behalf of the Corporation effective as of the date first written above. andra Leyva,Ass' tant Secretary STATE OF FLORIDA COUNTY OF MIAMI-DADE Sworn to and subscribed before me this I" day of August 2017, by Sandra Leyva, Assistant Secretary of Lennar Homes of California, Inc., a California corporation, on behalf of the Corporation. She is personally known to me and did not take an oath. CHARLES GAMBLE '• MY COMMISSION#GG 037920 • BWad�otWPWI�u��raR NOTARY PUBLIC NIIAMI 2109524.3 7239326094 2 EXHIBIT A Certificate of Incorporation (See attached) EXHIBIT B Bylaws (See attached) MIAMI 2109524.3 7239326094 2 EXHIBIT C Resolutions (See attached) MIAMI 2109524.3 7239326094 3 l f RESOLUTION OF THE P.OARD OF DIRECTORS OF LUNNAR HOMES OF CALIFORNIA,INC. WHEREAS,the Board of Directors(the"Board of Dircetors'l of Lonnar Horacs of Califomia,Inc.,a California aorporatiou(the;"Corporation"),has,as authorized by the By-Laws o.f tho.Cbrporation,elected one or more Vice Nwidents; WHEREAS,as provided In tho By-La ura{of the Corporntion,the Vice Pp�sidonts of the Corporuttoo."wilt:have such powers tnd p6rfonn such duties in the.management of the property,arid;Airs of:the Lorporatiot4 4ubjwt to..dw control of the..9pard of Directors and Efio.l'rot dc nt,as generally peitaiit fb ttjeir.respective offices,as weft asgwh powers.and dlics?as from ante to tirne maybe`prescribed by:the Board of bitec;l ii f�Y C'-'f\ r'7[ti s -V.HEi the Board.:of Directors.destl�s q,ertumerQte.certain of suc}t.-"p© ats: _ and duHas"cont'erieil upoi :the Vice Presidenfs_and la Teti€y certain documents ekecuted, _ delivered,or.filcd.by:: ch Vice Presidents in:ecErci6ing:4Udh.powers and carryiq out such.duties; - NOW;.TITRERAB.,the Board of Directors does hereby resolve as fallowg: SECT(OR-1. Thu:foregoing recitals are:eacti:otth0i true and correct. ST;CCIvi :'Thu Vice,Presidents of tlic't^oxporation, and each of alone,be,tmd:ctteh°hcteby is,authorized,ctt►p4wrr t afid dilecte!to manage tlt rluy=lo= -_ day business fig lnn Corporation subject to the eiiitteol•of`4fic Board of Dircctors pftd the President. ' k SFC'CION_,3, The Vice Presidents of thu3Corporation,and each of there zvetinb = alone,Uc,antl.c t;[i.hereby is,authorized, empoAIW and directed,for and on* of the Corporation; to:execute, deliver, file and/ot�erfurth the Corporation's obligations under any. and=oil documents deemed by such;person necessary or appropriate-in connection wit}t'the Corporation's(a)put hasp;and•sale of property(including.but not limited to, balk parcels of real property and 'residentiaL commercial, or ih:ditstrial properties), (b)land improvement and construction.activities,(c)land improvement and development 4edyides, .(d) development of real property, (c) marketing of-ptoperty owned by the Corporation, (t) participation in land-secured or other municipal bond financing of improvements (including,but not limited to, community facilities district, assessment district,.or other special district financing of improvements),and(g)f Lancing of any of the foregoing activities. SECTION 4. In order to effect and-;carry out the activities contemplated hi Section 2 anrt:clauses (a) through (g) of Section 3 herein, the Vice Presidents'of the Corporation, -and each of them, acting along; be, and each ]tercby is, aitthotired, empowered ai4dire6ted,for and on behalfot:t�iQ0orporation,to,among Other t}ililg3,.a) acquire and ciUS 7b o of property, (b) encurnblir ifte<,property of the Corpora fi,"(c) Involve the propoty of the Corporation in'any "off-balance sheet" transactions, (d) C:\wiaritttemp\notda2O3DSQ1i anner Homes of CA lac 1 iolution,VP Auttwrityl.doc consent to and authorize the inclusion of property of the Corporation'in a community facilities district, assessment district, or other special disiriot (as further act forth in Section 6 below),and(e)obtain all necessary pomiits and approvals from federnl,state, or local agencies relatt:cl to the improvement,development,or entitlement of property. SECTION 5. In order to effect and carry out the activities. cont(enrplatcd iii Section 2 and clauses (a) through (g) of Section 3 herein, the Vice Presidents of.the Corporation, and each of them, acting alone, be, and each hereby is, .authorized, empowered and directed, fur and on behalf of the Corporation, to execute, dCWer,file, and/or perform the Corporation's obligations under,any and all agreements,instruments, contracts, documents, consents, certificatcs, petitions, reports, nod=, applications, requests,and any amendments and assigdments theirgto(a)relating to federal,stato,and local governmental approvals necessary for the development or entitlement of property, including, but not limited to, applications, plats and maps, casements, declarations of covenants and restrictions, zoning; and re-zoning applications and ag rectnants, utility agreemonta, acquisition ngreornents, subdivision improvement agreements, and development agreements, and (b) in connection with the.posting of tail bonds as they relate to property. SECTION 6. The Vice Presidents of the Corporation,and each of diem,acting alone,be,and each hereby is,authorized,empowered.and directed,for and on behalf of the Corporation, to execute, deliver, file and/or perform the Corporation's obligations tinder,any and all agreements, instruments, contracts,documents,consents,certificates, petitions, reports, notices, applications,requests, and any amendments and assignments thereto, in connection with the Corporation's land improvemcnt and development activities,including the public facilities necessary.to serve such development,including, but not limited to, (u) the forrnntion of special.districts, including but not limited to, assessment districts and community facilities districts, pursuant to the Mello-Roos Community Facilities Act of 1982, us amended, or any other eomptirable or similar statute or regulation,(b)authorizing the levy of assessments or special taxes against the. real property of the Corporation by any such special districts, and (a).authorizing the issuance or bands or other debt insimments by any such special districts,secured by a plexlgo of the proceeds of the special taxes or assessments levied on the real property of ilia Corporation. SECTION 7. The Vice Presidents of the Corporation, and each of them, acting alone,be,and each hereby is,authorized,empowered and directed,for and on behalf of tho Corporation, to execute, deliver, file and/or perform the Corporation's obligations under,in addition to the documonts and instruments specifically listed in Sections 3,4,5, and 6 herein,any and all other documents or agreements deemed necessary or appropriate in coturection with the activities contemplated in Sections 3,4,5,and 6 herein. SECTION 8. The Board of Directors hereby ratifies any and all documents executed,delivered,or tiled by the Viet;Presidents of the Corporation,and each of them, acting alone, including, but not limited to, the following documents and instruments: agreements and contracts(including purchase and sale agreements,sales contracts,option agretunents, joint community facilities agreements, deposit agreements, mitigation C:lwinntltumpluotes2CBBSOU,ennar Flames of CA Inc Resolution-VP Authorityl.doc i l i I agreements, school funding agreements, asset agreements, development agreements, acquisition agreements,continuing disclosure agreements,assumption agreements,credit enhancement agreements, contracts or subcontracts for labor and materials, utility agreements, subdivision improvement agreements, purchase or regulatory agreeients, reimbursement agreements, and financing agreements); letters of credit; escrow instructions; certificates.(including closing certificates and continuing disclosure ctrtificates);:reportg(including eavironinentai.reports and continuing disclosture reports); deeds(including.grant deals,deeds of trust,and quitclaim deeds);casements;pro9nissory tiotes; mortgage notes; applications; petitions; waivers; declarations of covenants, conditions;acid restrictions;requests;conserttti;notices;plats and maps(including survey reaps and subdivision maps);zoning and re-zoning applications and agreements;and any appendices, attaehments,..exhibits,schedules, amendments, and assignments thereto and any doeutnents related orsappodive thereto, This Resolution maybe executed in counterparts,each of which shall be deemed an original, but all of which shall constitute one and the same instrument. It is agreed that a telefaxed signature of any party hereto may bo accepted as a binding signature by the other parties for purposes of this'Resolution. IN WITNESS WHEREOF,the undersigned have excemed this Written Consent in order to give their consent thereto effective as of the 9114h day of_�u.4m4e ,2006. BOARD OF DIRECTORS: Duane Bessettc 16laik.'Sustana C:\winntttontp\notcs2CB85011 cnuarHontcs ofCA Inc Rcsotutiou-VP Authurityf.doc