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2013/07/02 Agreement Eldorado (Riverside) Venture, LLLP, Lien agreement for TR 31582-1 RECORDING REQUESTED BY AND WHEN RECORDED PLEASE RETURN TO: RECORDED AS BENEFIT TO THE CITY OF MENIFEE Note: This document is exempt from the payment of a recording fee pursuant to California Code Section 27383. LIEN AGREEMENT (TR 31582-1) THIS LIEN AGREEMENT (this "Lien Agreement") is entered into as of July 2, 2013, by and among the CITY OF MENIFEE, a political subdivision of the State of California("City") and Eldorado (Riverside) Venture, LLLP, a Delaware limited liability limited partnership ("Owner"). RECITALS A. Pursuant to Section 2 of that certain Cooperative Agreement dated July 2, 2013, by and between City and Owner (Riverside County Recorder's Document No. ), Owner is constructing certain site improvements described on Exhibit B attached hereto (the "Improvement Work") on or in the vicinity of the real property described on Exhibit A attached hereto (the "Property"). B. As part of the construction of the Improvement Work, the City has requested security to guarantee the completion of the Improvement Work. C. The City is authorized to accept the security proposed by Owner, known as a lien agreement, for the completion of the Improvements Work pursuant to City Ordinance No. 2010- 74, which amended County Ordinance No. 460 ("Ordinance 460"), which Ordinance 460 was adopted by the City upon incorporation. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: US2008 4696482 1 I. Owner's Performance and Obligations A. Owner hereby grants to City, in accordance with the terms and conditions of this Lien Agreement, a lien upon the property, as security for the construction of the Improvement Work more specifically described on Exhibit B attached hereto, and in the estimated amounts and specified in Exhibit C attached hereto (the "Security Amount"), which Security Amount as required by Section 17.1(A).5 of Ordinance 460; provided, however, that Owner's obligation hereunder shall extend only to the actual cost of construction of the Improvements, notwithstanding that such costs may be more or less than the estimate set forth in Exhibit C. , This lien secures said obligation and the remedies provided herein for breach of said obligation. B. The value of the Property is at least 1.5 times the Security Amount, as required by Section 17.1(A).5 of Ordinance 460. II. City's Performance and Obligations A. Following Owner's completion of the Improvement Work, the completion of which are secured by this Lien Agreement, City shall release the Property from the provisions of this Lien Agreement and shall execute any necessary release to enable Owner or its transferee to clear the record of title of the Property so released of the lien herein imposed. B. In no instances shall this Lien Agreement compel the City to construct the Improvement Work. III. Effect of Lien Agreement A. From the date of recordation of this Lien Agreement, a lien shall attach to the Property which shall have the priority of a judgment lien in an amount necessary to discharge Improvement Work, B. Owner shall have the right to convey or sell fee title to the entire property encumbered by this Lien Agreement, so long as the purchaser agrees in writing to accept and be bound by the terms and provisions of this Lien Agreement or has provided alternative security acceptable to the City per Ordinance 460. Any new lien agreement entered into by a purchaser of the Property must provide for completion of the Improvements by the then-applicable deadline therefor pursuant to the operative agreements between the Owner and the City. C. This Lien Agreement shall expire upon the release of the Property by the City, except that Owner's obligation to perform and complete the Improvement Work must be completed and shall not expire but shall remain in full force and effect until satisfactory completion of the Improvement Work in full compliance plans approved by the City. US2008 4696482 1 IV. Events of Default Upon the occurrence of any one of the following events, Owner shall be deemed in default hereunder: A. Failure by Owner to complete the Improvement Work by the then-applicable deadline therefor pursuant to the operative agreements between the Owner and the City. B. Commencement of any improvement work without replacement bonds. C. Filing of any proceedings or action by or against Owner to declare Owner bankrupt or to appoint a receiver or trustee for Owner or to reorganize Owner or to make an assignment for the benefit of creditors or to do anything else of a similar nature or purpose under any state or federal bankruptcy or insolvency laws, if such proceedings or actions are not discharged within one hundred twenty (120) days. D. Levy of any attachment or writ of execution against Owner and the Property whereby the Property is taken or occupied or attempted to be taken or occupied by someone other than Owner and such attachment or execution is not released within sixty (60) days. V. City's Remedies Upon receipt of written notice from the City of the occurrence of any of the events described in Section IV above, and the failure of the Owner to commence to cure such default within thirty (30) days and thereafter diligently prosecute such cure to completion, the City may declare a breach of this Lien Agreement by giving written notice to Owner, and may, at City's option, exercise any one or more of the following remedies: A. Enforce this lien by appropriate action in court and the amount of said lien shall include reasonable attorneys' fees which shall be taxed as a cost in any suit for such enforcement; and B. Estimate the cost of the work required to complete the Improvements, and all Fees, and foreclose said lien in said amount. All references to Owner in this Section shall be deemed to include Owner's successors, assignees, and transferees. VI. General Provisions A. Recordation. This Lien Agreement shall be recorded by City with the County Recorder immediately following execution of this Lien Agreement indexed by (1) all parties hereto, and (2) all parties having any record title interest in the subject real property, pursuant to Government Code Section 66436, acknowledging subordination of their interests to this Lien Agreement. US2008 4696482 1 B. Contingency. This Lien Agreement shall not take effect until it has been approved by the City Council. C. Entire Agreement. This Lien Agreement together with all exhibits and other agreements expressly referred to herein, constitutes the entire agreement between the parties with respect to the subject matter contained herein. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. D. Further Assurances. The parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Lien Agreement and the intentions of the parties. E. Governing Law. This Lien Agreement shall be governed, interpreted, constructed and enforced in accordance with the laws of the State of California. F. Headings. The captions and Section headings used in this Lien Agreement are inserted for convenience of reference only and are not intended to define, limit or affect the construction or interpretation of any term or provision hereof. G. Modification. Waiver.No modification, waiver, amendment or discharge of this Lien Agreement shall be valid unless the same is in writing and signed by all parties. H. No Other Inducement. The making, execution and delivery of this Lien Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressed herein. I. Severability. If any term, provision, covenant or condition of this Lien Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Lien Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Lien Agreement shall be valid and enforceable to the fullest extent permitted by law. [Signature Page Follows] US2008 4696482 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OWNER CITY OF MENIFEE, a political subdivision of ELDORADO (RIVERSIDE) VENTURE, the State of rnia L.L.L.P, a Delaware limited liability limited partnership By: Eldorado(Riverside) ASLI V, L.L.L.P., By: a Delaware limited liability limited partnership, its sole general partner ATTEST By: Eldorado (Riverside) GP, LLC, a Delaware limited liability limited 1 partnership, its sole general partner Kathy Bennett, City Clerk By: Avanti Properties Group ❑, L.L.L.P., a Approved as to form: Delaware limited liability limited partnership, its sole manager and member Julie ggs, C,cityfiAtt�or�n—e/4y'7 By: Avanti Management Corporation, a Florida corporation, its sole general partner By: Marvin Shapiro, President US2008 4696482 1 STATE OF FLORIDA ) ) ss COUNTY OF ORANGE ) On June 26, 2013, before me, Bernadette Sostillio, a Notary Public in and for said State, personally appeared Marvin M. Shapiro, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted executed the instrument. I certify under PENALTY OF PERJURY that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SIGNATURE OF NOTARY PUBLIC NOTARY PUBLIC SEAL BERNADETTE SOSTILLIO NMo��Y COMMISSION#EE848991 STATE OF EXPIRES NOV 17 2014 PLOP .A SONOEtl THROUGH RLI INSURANCE COMPANY AN N yppy'� g �g � Y �, aa $ Meg K NTR mar $_ $ $' N Y § 6y 4 a. dI , 5 °r �Ii IIUE CNd9'19'XU Tryv MtlY§vl �� I� . 1V,- - y, /1 Z \�`4 1'9JHVd R 6 r� )�,r araa a�a3er�el V'VoT 4gtl h` �.. t - _t UJ qqry ; ' I KxF ' 9 �' s a��,� , AF B4 < l " •,"ter r7S I i i R �yI ' e b Lys §' AIR 44LQ1�i R A� n ��' � $ say c�I � I i•' a a a.a a s x� gc � e � �,.� -c k x ° " g °e�a'y.� �� I�� a eti �I it 3 FF *il '� i.#iib ly � �'- S �'4 q9 � �. II ��qq yYt \� ✓�y np y S f: ^� 13 ' � G DZ-U9tr4 'YYd � BEBIZ 't)Fv' cf7Vi "I�"q�qYd IS i l k. {tt 4in b tl+Ki 1. to I Si}ill N& § b �I V, I , ato- "gi � x p $ bj��. bW r pJ H!'0 $fie ® ffgE $O e€O . @y �� i Tentative Trost No. 31682 " f" Monlfee county of Riverside,State of California t �r� i� sasauxm lutaaaatlW �'� r/ �.. ��.1.� �Y �� f��jt- �I � li'h � f� � W tYpV6. � ...✓ qq ,I(� 14^Yfd9 Yd Al Y I'��" { � ku ••yM t ,. n I xr' w o I a�+ n la n Cer a,imh �• i .ruakun°v.' y r ,+tip rl.�{€/` '1 -11,I ,- EXHIBIT B DESCRIPTION OF THE IMPROVEMENT WORK, TRACT 31582-1 Description of the improvement work per plaas and bonds listed below. PLANS Constructions of improvements per Perimeter Wall Plans prepared by ProjectDesign Consultants and as approved by the Valley Wide Recreation& Park District Construction of improvements per Rough Grading Plans prepared by ProjectDesign Consultants and as approved by the County of Riverside Construction of improvements per Water, Sewer &Recycled Water Plans prepared by ProjectDesign Consultants and as approved by Eastern Municipal Water District Construction of improvements per On-Site Signing & Striping Plans prepared by ProjectDesign Consultants and as approved by the County of Riverside Transportation Department Construction of improvements per Salt Creek—Trailhead Dr. Storm Drain Stage 2 Salt Creek- Redwood Street Debris Basin hrrprovement Plans prepared by ProjectDesign Consultants and as approved by the County of Riverside Construction of improvements per Streetscape Plans prepared by Community Works Design Group and as approved by the County of Riverside Transportation Department Construction of improvements per Permanent Erosion Control Plans for Brendle Mills prepared by Architerra Design Group and as approved by the County of Riverside Construction of improvements per Water Quality Basins prepared by Architerra Design Group and as approved by the: County of Riverside Transportation Department BONDS Construction of improvements per Faithful Performance Bond for Grading Projects No. 41209002 and Agreement for Grading Projects and/or Erosion Control hnprovements for $120,500 Construction of improvements per Faithful Performance Bond for Grading Projects No, 41209003 Agreement for Grading Projects acid/or Erosion Control Improvements for$116,500 Construction of improvements per Faithful Performance Bond for Grading 'Projects No. 41209004 and Agreement for Grading Projects and/or Erosion Control Improvements for $25,000 Construction of improvements per Subdivision Monument Bond No. 41208999 and Agreement for the Placement of Survey Monuments for$79,200 EXHIBIT C Description Tract31582-1 Subdivision Monuments 79,200 Rough Grading 116,500 Rough Grading 25,000 Erosion Control 120,500 Grand Total 341,200