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2017/03/01 Lennar Homes of California, Inc. Model home complex TR 31582 ENIFE _ CITY OF MENIFEE Planning Division Community Development Department Model Home Complex Agreement for Tract Map No. 31582 This agreement ("Agreement") is made this J- day of t i}, 2017, by and between the City of Menifee ("City") and Lennar Homes of California Incorporated, ("Developer") (collectively the "Parties") in exchange for good and valuable consideration receipt of which is hereby acknowledged. The City agrees to issue Building Permits for a model home complex and associated facilities(the "Model Home Complex") as set forth on Exhibit A to this Agreement on property located as Lots 118 through 122 (APNs 333-670-023, 024, 025, 026 and 027, within Tract No. 31582 (the"Tract" or"Tract Map") upon completion of the terms and conditions set forth in this Agreement. The Tract is within the City of Menifee and is the property of Lennar Homes of California Incorporated, Developer. The Tract is presently zoned Menifee Village Specific Plan (SP), Planning Area 3-7 (Medium Density Residential [MDR]). The Property's land use designation under the General Plan is(Specific Plan)of the Menifee East Specific Plan (SP 158). Such zoning and General Plan designation allow the construction and sale..of individual single family dwellings, one per recorded lot, with City approval and recordation of a Tract Map as provided under the State of California Subdivision Map Act. Developer has requested approval to construct four (4) model homes and associated facilities within the Model Home Complex for the display of home product types and the sale of homes ("Sales Office") in the Tract. Because the Model Home Complex will contain dwellings that possess atypical features from those of a standard home, such as office accommodations, storefront windows instead of garage door, trap fencing, grass in lieu of a finished driveway, the City agrees to allow construction and operation of such atypical features under this Agreement, for a period not to exceed three (3) years, unless extended in writing as provided herein and subject to the requirements and stipulations set forth in this Agreement. It is understood and agreed that all physical public infrastructure improvements required for the safe ingress and egress to the Model Home Complex from existing, improved and accepted public rights-of-way shall be in place to the satisfaction of the City Engineer, regardless of whether these right-of-way improvements have been approved, finaled and accepted by the City, prior to a final inspection or Certificate of Occupancy for any of the homes within the Model Home Complex or any of the homes in the Complex being open to the public. Developer shall assure the physical safety of customers/clients that may visit the Model Home Complex approved under this Model Home Complex Agreement for Tract No. 31582 Agreement. While phasing of development shall be allowed, each phase must be approved by the City and constructed in such a manner as to assure the safety of customers/clients, as well as new home owners and all construction shall be in compliance with all state and federal regulations, including without limitation, compliance with the Americans with Disabilities Act. Developer agrees to remove, amend, modify or reconstruct, or cause the removal, amendment, modification or reconstruction of the individual dwellings within the Model Home Complex to the level and degree necessary to assure that such structures are clearly identifiable as a typical home within the surrounding neighborhood of the dwelling units upon full occupancy, but in no case more than thirty(30) days from the close of escrow from the last dwelling sold by Developer within Tract No. 31582 and for developer to notify the City when the last dwelling closes escrow unless otherwise agreed to in writing by the City. At a minimum, Developer shall remove any trap fencing, all signage or other displays, attraction or directional devices used to direct individuals to the Model Home Complex, remove any parking surface utilized as a parking lot for the Model Home Complex, and shall remove/modify/reconstruct the Sales Office to a standard garage, infill any access ways within or through block walls or fences to the Model Home Complex, remove any landscaping/associated irrigation and install City required driveway surfaces where needed, and remove all other ancillary items atypical of a single-family residential dwelling. The above noted removal, amendment, modification or reconstruction of the individual dwellings within the Model Home Complex shall be completed within thirty (30) days from the close of escrow of the final dwelling within the approved Tract, or by the close of escrow of any dwelling within the Model Home Complex, whichever comes first, unless otherwise mutually agreed in writing by and between the City and Developer. In no case, however, shall the modifications agreed to under this Agreement remain in place beyond three (3) years from the date of this Agreement, unless otherwise extended by mutual agreement of the Parties in writing. The location of the dwellings subject to this Agreement is lot specific and the approvals granted herein shall not be transferable between lots. This limitation, however, does not preclude the City and property owner from amending this Agreement, in writing, to establish alternative location(s) for the Model Home Complex, or individual dwellings within a Model Home Complex. A surety, in a form acceptable to the City Manager of the City of Menifee, is herewith provided in the sum of thirty-eight thousand eight hundred fifty dollars ($42,100.00) for the express purpose of the removal/modifications/reconstruction of the Model Home Complex as detailed in this Agreement, shall be provided prior to and as an integral part of entering into this Agreement. Developer shall notify the City of completion of any removal/modification/reconstruction undertaken pursuant to the terms of this Agreement and the City shall inspect and review the Model Home Complex within thirty(30) days of receipt of such notification. If the City determines and is satisfied that Developer has removed, amended, modified or reconstructed, or caused the removal, amendment, modification or reconstruction of the individual dwellings within the Model Home Complex to the level and degree necessary to assure that such structures are clearly identifiable as typical homes within the surrounding neighborhood of the dwelling units, any surety, cash deposit or release of bonds in the possession of the City directly associated with the Model Home Complex following such removal, amendment, modification or reconstruction shall be returned to the undersigned within thirty (30) days of the written notification by the property owner or his/her representative of the completion of such work. If Developer, or a representative, or agent thereof, fails to remove, amend, modify or reconstruct, or cause the removal, amendment, modification or reconstruction of the individual dwellings within Page 2 of 5 Model Home Complex Agreement for Tract No. 31582 the Model Home Complex to the satisfaction of the City, the undersigned authorizes the City, its employees, representatives or agents, to enter the Tract, physically remove, amend, modify or reconstruct, the dwellings within the Model Home Complex to a level and degree necessary to assure compliance with the terms of this Agreement. Any and all costs incurred by the City, including any fees from agencies other than the City, including attorney fees, for said removal, amendment, modification or reconstruction shall be deducted from the surety noted above and provided by Developer. Any costs incurred by the City in excess of the surety established herein and on file with the City shall be reimbursed by Developer to the City within thirty(30) days of the written notification of the completion of such work. Neither a Certificate of Occupancy nor Final Inspection shall be issued or conducted upon the dwellings subject to this Model Home Complex Agreement until such reimbursement has been provided to the City. Any excess surety, cash deposit or release of bonds still in the position of the City following any removal, amendment, modification or reconstruction of the above noted dwellings shall be returned to the undersigned within thirty (30) days of the completion of such work. No Certificate of Occupancy or Final Inspection shall be requested or granted for any individual dwelling subject to this Model Home Complex Agreement prior to the conversion of the dwellings within the Model Home Complex until such time as the dwellings are removed, amended, modified or reconstructed, as identified herein. A temporary Certificate of Occupancy may be issued to allow the furnishing, preparation of work for display, display and use as office space of the Model Homes to potential buyers. To the full extent permitted by law, Developer agrees to indemnify, defend, and hold harmless the City, its officers, employees, agents, and volunteers ("Indemnified Parties")from and against any and all actions, either judicial, administrative, arbitration, or regulatory, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities whether actual or threatened ("Claims or Liabilities") that may be asserted or claimed by any person, firm, or entity arising out of or in connection with the performance of this Agreement, operations, or activities provided herein of Developer, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Developer is legally liable ("Indemnors"), or arising from Developer's reckless or willful misconduct, or arising from Developer's or Indemnors' negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement, and in connection therewith: Developer shall defend (with counsel selected by City) any action or actions filed in connection with any of said Claims or Liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith. Developer will promptly pay any judgment rendered against City, its officers, agents, or employees for any such Claims or Liabilities arising out of or in connection with the performance of or failure to perform under this Agreement, operations or activities of Developer hereunder; and Developer agrees to save and hold City, its officers, agents, and employees harmless therefrom. In the event City, its officers, agents, or employees is made a party to any action or proceeding filed or prosecuted against Developer for such damages or other claims arising out of or in connection with the performance of or failure to perform the Agreement, operation or activities of Developer hereunder, Developer agrees to pay to City, its officers, agents, or employees, any and all costs and expenses incurred by City, its officers, agents, or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Page 3 of 5 Model Home Complex Agreement for Tract No. 31582 This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties. This Agreement is in reference to the lots, and dwellings constructed thereon, listed below within Tract No. 31582. Lot No. 122— Plan No. (N/A) Parking Lot Lot No. 121 — Plan No. 2A Lot No. 120— Plan No. 3B Lot No. 119— Plan No. 5C Lot No. 118— Plan No. 4B Itemized list of removal, amendment, modification or reconstruction required by this Agreement and associated anticipated costs for surety purposes. 1. Removal of plantings and irrigation within the driveways of the remaining units ($1,250 per house); $5,000.00 2. Installation of driveways ($1,000 per house); $4,000.00 3. Removal of all model home signage; $500.00 4. Removal of parking lot; $5,000.00 5. Clean up of any painted curbs; $100.00 6. Removal of sales office; $10,000.00 7. Replacement of storefront windows on garage for standard garage door; $2,500.00 8. Removal of all other ancillary items not incidental of a typical single-family resident unit. $15,000.00 Total: $42,100.00 Deposit(Returnable upon proof of completion of all items listed) This Agreement represents the full and entire agreement of the parties and shall be effective as of the date first set forth above. Lennar Homes of California Incorporated Dated: < 10 I' l By (Signature for President or other Category 1 Officer) Geoq Smith (Print Name) Authori2ed A�=� (Title) Dated: By (Signature for Secretary or other Category 2 Officer) (Print Name) Page 4 of 5 Model Home Complex Agreement for Tract No. 31582 (Title) CITY OF MENIFEE ("City") Dated: /(2-,�Z By J yman Interim Development Director Ap as to F e— e r . Melching City Attorney Page 5 of 5 I California All-Purpose Certificate of Acknowledgment 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 forma 1 ) County of 041L ) iOn before me, jpersonally appeared n cM I i who proved to me on the basis of satisfactory evidence to be the person(S) whose nameN iAre subscribed to the within instrument and acknowledged to me that he/sXe/key executed the same in his/her/tXir authorized capacity(s), and that by his/]�w/th%jr signature on the instrument the personN, or the entity upon behalf of which the personN)acted, executed the instrument. j I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. i WITNESS my hand and official seal. B£TH BRULEY j ON, COMM. 12075619 z Notary Pudic• California Riverside Cow- ty My Comm.E fires Jul 24,2018 Signatur 44 -(Seal) i I A 1 Community Development Department FAITHFUL PERFORMANCE BOND FOR MODEL HOME COMPLEX AGREEMENT { CITY OF MENIFEE, STATE OF CALIFORNIA (Government Code Section 66499.1) Heritage Heights Tract/Parcel Map 31582 Total $ 42,100.00 Bond No. SU1141671 Premium: $158.00/annum Surety Arch Insurance Company Principal Lennar Homes of California, Inc. Address 3 Parkway, Suite 1500 Address 980 Montecito Dr., Suite 302 City/State Philadelphia, PA CitylState Corona, CA Zip code 19102 Zip 92879 Phone 212-651-6500 k WHEREAS, the City of Menifee, State of California, and, Lennar Homes of California, Inc. (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreement(s) whereby principal agrees to install and complete the above designated landscape project, related to (Tract/Parcel)31582 which agreement(s) is/are hereby referred to and made a part hereof; and, WHEREAS, said principal is required under the terms of said agreement(s) to furnish bond(s) for the faithful performance of said agreement(s); NOW,THEREFORE, we the and Arch Insurance Company principal , as surety, are held and firmly bound unto the City of Menifee in the penal sum of Forty Two Thousand One Hundred Dollars and Zero Cents, ($42,100.00) lawful money of the United States,for the payment of which sum will and truly be made, we bind ourselves, our heirs, successors, executors and administrators,jointly and severally, firmly by these presents. The condition of this obligation is such that if the above bonded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City of Menifee, its officers, agents and employees, as therein stipulated,then this obligation shall become null and void; otherwise, it shall remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. e BNIFe6 r° FAITHFUL PERFORMANCE BOND FOR MODEL HOME AGREEMENT The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of this agreement or to the work to be performed there under or the specifications accompanying the same shall in anywise affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition. Surety further stipulates and agrees that the provisions of Section 2845 of the Civil Code and commencement of construction are not conditions precedent to surety's obligations hereunder and are hereby waived by surety. IN WITNESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on February 23 2017 NAME OF PRINCIPAL: Lennar Homes of California, Inc., a California corporation E EEC E AUTHORIZED SIGNATURE(S): j E E By: ��— Name: 4,o S►nt-tit Title: A-Uth orivd (IF CORPORATION, AFFIX SEAL) NAME OF SURETY: Arch Insurance Compa AUTHORIZED SIGNATURE: Mechelle Larkin Its Attorney-in-Fact Title (IF CORPORATION,AFFIX SEAL) ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ATTORNEY-IN-FACT. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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 California ) County of Orange ) On FEB 2 3 2017 before me, _ Kathy R. Mair, Notary Public DATE [Name of Notary Public and Title"Notary Public"] personally appeared Mechelle Larkin - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - [Name(s)of Signer(s)] ' who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KATHY R.MAIR WITNESS my hand and official seal. Commission#2021597 z .�� Notary Public-California z Z Orange County > n v M Comm.Expires Ma 22,2017+ V Signature—of N ry Public Place Notary Seal Above ---------------------------------------------- OPTIONAL --------------------------------------------- Though this section is 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: Mechelle Larkin 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 or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer is Representing: AIC 0000171852 — THIS POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON BLUE BACKGROUND. _ This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. Not valid for Mortgage, Note, Loan, Letter of Credit, Bank Deposit, Currency Rate, Interest Rate or Residential Value Guarantees. POWER OF ATTORNEY Know All Persons By These Presents: That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal administrative office in Jersey City, New Jersey(hereinafter referred to as the"Company")does hereby appoint: ---Irene Lau, Kathy R. Mair, Mechelle Larkin and Stephanie Banh of Irvine,CA_(EACH)_, its true and lawful Attorney(s)in-Fact,to make, execute,seal,and deliver from the date of issuance of this power for and on its behalf as surety,and as its act and deed: Any and all bonds, undertakings, recognizances and other surety obligations, in the penal sum not exceeding Ninety Million Dollars($90,000.000.00). — — This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein. The execution of such bonds, undertakings, recognizances and other surety obligations in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at its principal administrative office in Jersey City, New Jersey. This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on September 15, 2011, true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED, That the Chairman of the Board, the President,or the Executive Vice President, or any Senior Vice President, of the Surety Business Division, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact, and to authorize them subject to the limitations set forth in their respective powers of attorney, to execute on behalf of the Company, and attach the seal of the Company thereto, bonds, undertakings, recognizances and other surety obligations obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process:" This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on September 15,2011: VOTED,That the signature of the Chairman of the Board,the President, or the Executive Vice President,or any Senior Vice President, of the Surety Business Division, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company,and certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on September 15, 2011, and any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company. OOMLOO13 00 03 03 Page 1 of 2 Printed in U.S.A. CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT 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 CALIFORNIA } COUNTY OF Riverside } On �� a//before me, Amy R.Williams Notary Dal � Insert Nome and Title of the officer Public, personally appeared Geoff Smith Names)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person( whose name(9) is/aTa subscribed to the within instrument and acknowledged to me that he/&6xAh6# executed the same in hisAV&XffiLffr authorized capacity(res), and that by his/4Y&Yt4NNY signature(a) on the instrument the person(g),or the entity upon behalf of which the person(y) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ( AMY R. WILLIAftIIS �} _ f A• Commission V 2064997 Notary Public-California Riverside County Ni Comm.Emires A--" 209f3 Signature: -------------------------------------------------------------OPTIONAL------------------------------------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent attachment 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) Signers Name: Signers 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 or Conservator ❑Trustee ❑Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: