2020/04/21 Lennar Homes of California, Inc. Community facilities improvements (McCall Mesa) DocuSign Envelope ID:ODA24126-F909-40DO-B6B2-A3BFAAA82628
COMMUNITY FACILITIES DISTRICT NO.2020-1 (McCALL MESA)
OF THE CITY OF MENIFEE
ACQUISITION,CONSTRUCTION AND FUNDING AGREEMENT
THIS ACQUISITION, CONSTRUCTION AND FUNDING AGREEMENT (the
"Agreement") is made and entered into by and between CITY OF MENIFEE (the"City"), acting
for and on behalf of itself and COMMUNITY FACILITIES DISTRICT NO. 2020-1 (McCALL
MESA) OF THE CITY OF MENIFEE (the "Community Facilities District" or "CFD") and
LENNAR HOMES OF CALIFORNIA, INC., a California corporation (the "Developer"), each
individually a"Party"and collectively the "Parties."
WHEREAS, Developer has requested that the City consider the formation of a community
facilities district pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982,
as amended(the "Act"), and has undertaken proceedings for the authorization of special taxes and
issuance of bonded indebtedness for the payment of the construction and/or acquisition of certain
improvements to be owned, operated or maintained by the City, Eastern Municipal Water District
(the "Water District"), Romoland School District (the "Romoland School District"), and Perris
Union High School District (the "Perris School District"), as well as overhead utility
undergrounding improvements required by the City as a condition of development (the "Utility
Undergrounding"), and incidental expenses in accordance with the Act; and
WHEREAS, in order to proceed in a timely way with development of its property within
the CFD which is described in the attached Exhibit "A" (the "Developer Property"), Developer
desires to fund through the Community Facilities District(i)the City's acquisition or construction
of certain improvements that are to be owned,operated and maintained by the City or are otherwise
required to be constructed by the City (i.e., the Utility Undergrounding) ("City Improvements"),
as more particularly set forth and described in the Description of Cost Estimates attached hereto
as Exhibit "B," (ii) improvements included in the City's fee programs (the "City Fee Facility
Improvements"), as more particularly set forth and described in Exhibit "B," and (iii) the
improvements of the Water District,the Romoland School District, and the Perris School District
described in Exhibit "C" hereto (the "Miscellaneous Improvements" and together with the City
Improvements and the City Fee Facilities Improvements, collectively the "Improvements"); and
WHEREAS,the City is authorized by the Act to form the CFD and to issue bonds secured
by Special Taxes (as defined in Section 2.2) of the CFD (the"Bonds")to fund the Improvements;
and
WHEREAS, the City Council has adopted the City's policies and procedures concerning
the use of special district financing programs to finance the Improvements (the "Policy"); and
WHEREAS, the purpose of this Agreement is to constitute a formal understanding
between Developer and the City (pursuant to the requirements of Government Code Section
53313.51 and other provisions of the Act and the Policy)concerning financial and other obligations
and responsibilities related to the formation of the Community Facilities District and the
Improvements to be financed by the Community Facilities District, when and if formed, to the
extent funds are available,and to set forth the conditions upon which(1)the Community Facilities
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District will reimburse Developer or its designee for the cost of the City Improvements constructed
by or on behalf of the Developer and (2)the Community Facilities District will fund the City Fee
Facility Improvements thereby satisfying corresponding City fees; and (3) the Community
Facilities District will also fund the Miscellaneous Improvements described in Exhibit"C."
NOW, THEREFORE, it is mutually agreed between the respective Parties as follows:
1. FEASIBILITY STUDY
The City has retained, at the Developer's expense,the necessary consultants to analyze the
proposed formation of the CFD, including the special tax consultant, bond counsel, and other
consultants deemed necessary by the City. The Developer has advanced to the City a sum of
money for such costs, all or a part of which may be eligible for reimbursement from the CFD in
accordance with the Reimbursement Agreement dated as of April 21 2020 (the
"Reimbursement Agreement") between the Developer and the City.
2. SALE OF BONDS
2.1 City Policies. The City Council has adopted the Policy, setting forth the City's
policies and procedures concerning the use of special district financing programs to finance the
Improvements. Pursuant to the Policy,the total annual amount of the special taxes to be collected
with respect to a parcel within the CFD and all other taxes and assessments which will be collected
with respect to such parcel from the secured tax roll must not exceed two percent(2%) of the Fair
Market Value (as defined in the Policy) of such parcel at the time of CFD formation.
The Parties hereby agree that, unless waived by the City, at the time of issuance of the
Bonds, the ratio of the value of all parcels of property for which the Bonds are being issued to the
amount of outstanding community facilities district or assessment district bonds attributable to
such parcels (the "Value-to-Lien Ratio") may not be less than four-to-one (4:1). Unless waived
by the City, the Fair Market Value of the property within the Community Facilities District for
purposes of determining the foregoing ratio will be determined based on the appraised value of the
property based on the appraisal made by an appraiser selected by the City.with a valuation date
within three (3) months of the issuance of the Bonds, or, with respect to developed projects (as
determined in the sole discretion of the City)or issuance of refunding bonds,the assessed value of
the property, or some combination thereof. Subject to satisfaction of the Policy and the
requirements of this Agreement, the City shall use reasonable efforts to issue and sell the Bonds
in one or more series in an amount sufficient to fund the Improvements in accordance with the
schedule for development of the Developer Property. The ultimate decision as to issuance and
sizing lies in the sole legislative discretion of the City.
2.2 Security, f�yment of Special Taxes.
(a) Concurrently with the issuance and sale of each series of the Bonds, the
owner of any land within the Community Facilities District which the City has determined, in its
sole discretion, to use in the sizing of such series of Bonds (the "Sizing Property"), together with
any Sizing Property owned by any affiliate (collectively, an "Account Party"), for which the
Maximum Special Taxes for the then-current fiscal year (as defined in the Rate and Method of
Apportionment of Special Tax for the Community Facilities District(the"Rate and Method") and
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such Special Tax referred to herein as the"Special Tax"or"Special Taxes"),are equal to or exceed
20% of the aggregate Maximum Special Taxes authorized to be levied on the Sizing Property in
such fiscal year, shall deliver to the City either (i) a renewable irrevocable instrument of credit
from a financial institution (rated "A" or better) and approved by the City, or (ii) cash in-lieu
thereof(a "Security"). The Security shall be in an amount equal to 200% of the product of the
maximum annual debt service on the Bonds proposed to be issued times a fraction the numerator
of which is the aggregate Maximum Special Taxes on the Sizing Property in the then current fiscal
year applicable to the land owned by the Account Party and the denominator of which is the total
Maximum Special Taxes applicable to all of the Sizing Property in such fiscal year (the "Stated
Amount"). The Security shall be maintained by the Account Party in each fiscal year until
terminated in accordance with Section 2.2(c)below. While the Security is still required the Stated
Amount of such Security shall be reduced as set forth in a Certificate of Reduction or Termination
(as defined in Section 2.2(c) below).
The Security shall name the Fiscal Agent as a beneficiary and shall provide that the Fiscal
Agent may draw an amount equal to any delinquencies in payment of semiannual installments of
the Special Taxes levied on property owned by the Account Party in the Community Facilities
District. The total amount to be drawn under the Security shall not exceed an amount equal to the
Special Taxes owed by the Account Party with respect to property within the Community Facilities
District that is delinquent at the time the draw is made. The amount drawn on the Security shall
be applied in the same manner and for the same purposes as the delinquent Special Taxes would
have been applied;provided,however the payment of a draw under the Security will not be deemed
to cure the delinquency in payment of the Special Taxes.
If, subsequent to a draw on the Security and prior to the satisfaction of any reimbursements
due to the institution providing the Security (the "Security Provider") pursuant to this Agreement,
the City receives payment of all or a portion of the delinquent Special Taxes or the proceeds of a
sale of delinquent real property pursuant to foreclosure proceedings("Delinquency Proceeds") for
a parcel for which the Security has been drawn,the Security Provider(or its designee, which may
be the Developer) shall be reimbursed for such draws to the extent of Delinquency Proceeds net
of the City's costs of collection. The Security Provider is intended by the Parties to be a third party
beneficiary of this Section 2.2.
(b) The Security shall be renewed, or a substitute Security reasonably
satisfactory to the City (a "Substitute Security") provided, not less than thirty (30) calendar days
prior to the expiration of the Security or Substitute Security then in effect. If the Account Party
provides a Substitute Security to the City, then the Fiscal Agent shall return any existing Security
on the effective date of the Substitute Security to the Security Provider.
If the Security is not renewed within thirty (30) days prior to its expiration date and the
requirements for release or termination of the Security as set forth in Section 2.2(c) below have
not then been met,the full amount of the Security may be drawn by the Fiscal Agent and deposited
in an account established under the Indenture (as hereinafter defined) or in such account
established with a financial institution selected by the City. Thereafter, amounts in such account
shall be held as security, and if Special Taxes owed by the Account Party with respect to property
within the Community Facilities District are not paid prior to delinquency, then such amounts in
such account may be applied by the City to pay the delinquent Special Taxes owed by the Account
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Party with respect to such property on the same terms and conditions applicable hereunder to draws
on the Security.
At such time as the Security is renewed, or a Substitute Security is accepted by the Fiscal
Agent,or the requirement for the Security has been terminated pursuant to this section,the City or
its designee, shall release all amounts in the Security account to the Security Provider (or its
designee, which may be the Developer) within ten (10) calendar days from the date of renewal or
acceptance.
(c) Following the sale or transfer by the Account Party of any property to a
person other than the Account Party, or upon the prepayment of the Special Tax obligation for a
parcel owned by the Account Party, the Account Party shall notify the Community Facilities
District of such event, in writing, and, if requested by the Account Party,the Stated Amount of the
Security shall be reduced and be recalculated in accordance with this Section 2.2; provided,
however, that any costs associated with the recalculation and reduction shall be borne by the
Account Party. Subject to Section 2.2(d) below,the Stated Amount may be reduced to an amount
equal to 200%of the product of the maximum annual debt service on the outstanding Bonds times
a fraction the numerator of which is the aggregate Maximum Special Taxes applicable to the Sizing
Property owned by the Account Party and the denominator of which is the total Maximum Special
Taxes to all of the Sizing Property as of the date of calculation. The Security shall be terminated
when the Account Party has paid all Special Taxes in the current fiscal year and the Sizing Property
owned by the Account Party is expected to be responsible for less than 20% of the Maximum
Special Taxes in the next fiscal year.
Reduction or termination of a Security shall occur automatically upon submission to the
Security Provider by the Fiscal Agent of a "Certificate of Reduction or Termination" upon
valuation of the Certificate of Reduction or Termination by the City. The City shall direct that the
Fiscal Agent deliver to the Security Provider such Certificate of Reduction or Termination
promptly upon receiving from the Account Party a certification which shall be made under penalty
of perjury and which shall indicate (i) the legal description of all Sizing Property owned by the
Account Party, and either (ii) a recalculation of the new Stated Amount that the Account Party
proposes be applicable to the Security or(iii)if termination of the Security is requested,a statement
that one of the requirements set forth in the preceding paragraph for termination of the Security
has been satisfied.
The Account Party shall notify the City of any events that will result in a reduction of the
Stated Amount of the Security and shall provide the City with verification of said events. The
Account Party may provide the Fiscal Agent with a Substitute Security in the reduced amount,and
the Fiscal Agent shall release and return to the Security Provider the Security then in effect. The
Parties expressly acknowledge that the Account Party's failure to so notify the City or to reduce
the Security at the times prescribed herein shall in no way effect or invalidate sale or transfer of
property, or recordation of maps on property.
(d) If the Sizing Property is sold or transferred by an Account Party with the
result that the Sizing Property owned by the transferee or any of its affiliates ("Transferee") is
responsible for 20% or more of the aggregate Maximum Special Taxes of all Sizing Property, a
Security on the same terms specified in Section 2.2(a) above will be furnished by Transferee with
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respect to all land owned by such Transferee with respect to the Sizing Property. Any applicable
purchase and sale agreement and/or escrow instructions shall notify the Transferee of this Security
requirement and obligate the Transferee to provide such Security, if applicable. The Security of
the Account Party will not be reduced to reflect the sale or transfer of such Sizing Property until a
Security is furnished by the Transferee and accepted by the Fiscal Agent. The issuing financial
institution and the form and terms of said Security will be subject to reasonable prior approval by
the City. All terms provided in this Section 2.2 are applicable to the Transferee by replacing the
term "Account Party" at each place where it occurs in each section with the term "Transferee."
Each provider of a Security for a Transferee shall be an express third party beneficiary of the
provisions of this Section 2.2.
Any costs related to the holding or maintaining the Security, including any fees of a fiscal
agent, trustee or other depository shall be borne by the Account Party.
2.3 Major Landowner Initial and Continuing Disclosure. An owner of land which is
responsible for twenty percent (20%) or more of the Maximum Special Taxes applicable to the
Sizing Property in the fiscal year in which the Bonds are issued or in the fiscal year following the
fiscal year in which the Bonds are issued (a "Major Landowner") will be required to provide all
information regarding the development of its property, including the financing plan for such
development,which is necessary to ensure that the official statement for such Bonds complies with
the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") and
all other applicable federal and state securities laws. Additionally, Developer acknowledges that,
if it is a Major Landowner at the time of issuance of the Bonds, it will be necessary that Developer
enter into a continuing disclosure agreement to provide such continuing disclosure pertaining to
the development of the land owned by Developer within the CFD to assist in the marketing of the
Bonds
2.4 Bond Issuance Parameters. The terms and conditions upon which each series of
the Bonds shall be issued and sold, the method of sale of the Bonds and the pricing of the Bonds
shall be determined solely by the City in its legislative discretion in conformance with the Act,the
Policy, and this Agreement. Each series of Bonds shall be issued with a term not to exceed 35
years from the date of issuance of the Bonds. The proceeds of the Bonds shall be used in the
following priority to (1) fund a reserve fund for the payment of principal and interest with respect
to the Bonds in an amount equal to the least of (i) ten percent (10%) of the total bond issue,
(ii)maximum annual debt service on Bonds, or(iii) 125%of average annual debt service; (2)fund
capitalized interest through the interest payment date on the Bonds for which Special Taxes are
not available for payment of debt service on the Bonds or such longer period as requested by the
Developer and approved by the City, subject to the Act;(3)reimburse the Developer or its designee
pursuant to Section 1 hereof for CFD formation costs advanced by the Developer pursuant to the
Reimbursement Agreement which have not already been reimbursed to the Developer from
collected Special Tax; (4) pay for costs of issuance of the Bonds including, without limitation,
underwriter's discount, bond counsel and disclosure counsel fees, appraisal and special tax
consultant fees,printing,fiscal agent fees,and reasonable Developer legal and financial consultant
costs; (5)pay for the costs of forming the Community Facilities District; and(6)pay for the actual
costs of the Improvements. The Community Facilities District shall maintain records relating to
the disbursements of proceeds of the sale of the Bonds. The Indenture or Resolution or Fiscal
Agent Agreement (hereinafter "Indenture") for the Bonds shall establish an acquisition and
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construction fund or improvement fund (herein, the "Improvement Fund")to be held by the fiscal
agent("Fiscal Agent") into which shall be deposited initially the proceeds of the Bonds net of the
amount of proceeds required to fund items (1) through (5) in the second preceding sentence. The
Indenture shall also establish separate accounts of the Improvement Fund designated the "City
Improvements Account," "City Fee Facility Improvements Account," and any Miscellaneous
Improvement Account(s) for the Miscellaneous Improvements described in Exhibit "C," into
which shall be deposited such portions of the Improvement Fund as agreed by the Parties and
directed by the City in writing at or subsequent to the closing of the sale of the Bonds consistent
with the following priorities:
(a) An amount sufficient to fund the reasonable, current estimated cost of the
City Fee Facility Improvements anticipated to be funded out of the Bonds being issued shall be
deposited in the City Fee Facility Improvements Account (any Special Taxes levied in the CFD
and collected by the CFD remaining after the payment of administrative expenses of the CFD and
the reimbursement of the Developer for CFD formation costs pursuant to Section 1 hereof shall be
deposited into the City Fee Facility Improvements Account at the time of Bond issuance, unless
otherwise directed in writing by the Developer);
(b) If applicable,an amount to be agreed upon between Developer and the CFD
prior to the issuance of Bonds sufficient to fund the reasonable, current estimated costs of the City
Improvements (including the Utility Undergrounding) shall be deposited, or later transferred, to
the City Improvements Account; and
(c) If applicable,an amount to be agreed upon between Developer and the CFD
prior to the issuance of Bonds sufficient to fund the reasonable, current estimated cost of the
Miscellaneous Improvements described in Exhibit"C" hereto, anticipated to be funded out of the
Bonds being issued shall be deposited, or later transferred, to the applicable Miscellaneous
Improvement Account(s).
Interest earned on moneys deposited in each of the City Fee Facility Improvements
Account, the City Improvements Account and the Miscellaneous Improvement Account(s) shall
remain in such accounts until such time as all of the Improvements have been funded.
Additionally,the Developer may direct the CFD to transfer excess moneys in any of the City Fee
Facility Improvements Account, the City Improvements Account or the Miscellaneous
Improvement Account(s)to another Account. The Indenture shall provide that amounts remaining
in the Improvement Fund after funding all proposed Improvements (such completion of funding
to be agreed by the City and the Developer) shall be deposited in the special tax fund or bond
service fund and be applied to pay debt service on the Bonds and/or to call Bonds in advance of
maturity.
3. ALLOCATION OF SPECIAL TAXES
Prior to the issuance of Bonds, the City Council of the City, acting as the legislative body
of the Community Facilities District,may levy Special Taxes on all parcels classified as Developed
Property pursuant to the Rate and Method. Such Special Taxes collected by the City shall first be
applied to fund annual administrative expenses of the Community Facilities District and then to
fund Improvements in the same manner as the proceeds of Bonds as set forth herein. Upon sale
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and delivery of the Bonds, the City shall annually levy the Special Tax as provided for in
documents pursuant to which the Bonds were issued. Following the issuance of the last series of
Bonds,the City shall have no obligation to levy Special Taxes to reimburse the Developer for the
costs of any Improvements not paid for from Bond proceeds.
4. NOTICE OF SPECIAL TAX
Developer shall provide written notice to all potential initial purchasers of lots advising of
the special tax obligation applicable to the Developer Property in the form required by Section
53341.5 of the Government Code.
5. DESIGN PLANS AND SPECIFICATIONS
The requirements of this Section shall not apply to any City Improvement that was
complete (as determined by the City Council) prior to the adoption by the City Council of the
resolution forming the CFD, but they shall apply to all other City Improvements. All plans,
specifications and bid documents for the City Improvements ("Plans") constructed or to be
constructed by the Developer shall be prepared by the Developer at the Developer's initial expense,
subject to approval by the applicable public agency. Costs for preparation of the Plans will be
eligible for reimbursement, conditioned upon the final approval of the applicable public agency
and the availability of funds. Reimbursement of costs for plan revisions will be considered on a
case by case basis. All facilities shall be bid in accordance with "public works" requirements of
Section 6.4 to be eligible for reimbursement. The Developer shall not award bids for construction,
or commence or cause commencement of construction, of a City Improvement until the Plans and
bidding documents have been approved by the City. The bid opening for City Improvements shall
be coordinated with and take place at the City's facilities, with City personnel in attendance, for
any City Improvements bid after the execution of this Agreement.
6. CONSTRUCTION OF IMPROVEMENTS
The requirements of this Section shall not apply to any City Improvement that was
complete (as determined by the City Council) prior to the adoption by the City Council of the
resolution forming the CFD, but they shall apply to all other City Improvements.
6.1 Acquisition of City Improvements. Upon the approval of Plans for a City
Improvement, the Developer will provide for construction of such City Improvement in
accordance with Sections 6.2, 6.4 and 7 of this Agreement. Sections 6.2, 6.4 and 7 specify the
requirements for construction of the City Improvements that the City believes are necessary to
ensure that such City Improvements are constructed as if they had been constructed under the
direction and supervision, or under the authority of the City.
6.2 Acquisition. With respect to City Improvements, a qualified engineering firm (the
"Field Engineer") shall be employed by the Developer to provide all field engineering surveys
determined to be necessary by the City's inspection personnel. Field Engineer shall promptly
furnish to City a complete set of grade sheets listing all locations, offsets, etc., in accordance with
good engineering practices, and attendant data and reports resulting from Field Engineer's
engineering surveys and/or proposed facility design changes. City shall have the right, but not the
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obligation, to review, evaluate and analyze whether such results comply with applicable
specifications.
As necessary as determined by City, a full-time soil-testing firm, approved by City, shall
be employed by the Developer to conduct soil compaction testing and certification. The Developer
shall promptly furnish results of all such compaction testing to the City for its review, evaluation
and decision as to compliance with applicable specifications. In the event the compaction is not
in compliance with applicable specifications, the Developer shall be fully liable and responsible
for the costs of achieving compliance. A final report certifying all required compaction in
accordance with the specifications shall be a condition of final approval of facilities.
The costs of all surveying, testing and reports associated with the City Improvements
furnished and constructed by the Developer's contractor(s) shall be eligible to be paid from funds
in the City Improvements Account.
The City shall not be responsible for conducting any environmental, archaeological,
biological, or cultural studies or any mitigation requirements that may be requested by appropriate
Federal, State, and/or local agencies. Any such work shall be paid for and conducted by the
Developer and reimbursed out of the City Improvements Account.
Should the Developer notify the City that the Developer is unable to complete such City
Improvement,the City shall have the right but not the obligation to require the Developer to make
an irrevocable offer of dedication to the City of the land owned by the Developer for the City
Improvement identified in the notice and to assume responsibility for the work to be performed
thereunder. In the event the City elects to assume the responsibility for any work on a previously
awarded contract as described in the preceding sentence, the following will occur: (i) the
Developer will make an irrevocable offer of dedication to the City of the land owned by the
Developer for such City Improvement identified in the notice; (ii) to the extent permitted by law
and the applicable contract, the Developer will assign all of the contracts for the work performed
to date on the City Improvement identified in the notice to the City, if requested to do so by the
City Manager; the City will use its best efforts to complete the City Improvement within a
reasonable time frame; and upon completion of the City Improvement, to the extent there are
Special Taxes or proceeds of the Bonds available following payment to the City for the costs of
completing such City Improvement, the Developer will be reimbursed for the lesser of the cost or
value of the previously unreimbursed satisfactory work performed or paid for by the Developer.
The cost of such work will be determined by taking the unreimbursed amounts expended by the
Developer under the contract(s)taken over by the City and deducting any incremental cost incurred
by the City to complete the work under the contracts in question. Incremental cost shall be costs
in excess of the sum of the original contract cost plus change orders approved by the City.
PUBLIC WORKS REQUIREMENTS
6.3 City Requirements. In order that the City Improvements may be properly and
readily acquired by the City, the Developer shall comply with all of the following requirements
with respect to any such City Improvements to be acquired with funds in the City Improvements
Account and the Developer shall provide such proof to the City as the City may reasonably require
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and at such intervals and in such form as the City may reasonably require, that the following
requirements have been satisfied as to all such City Improvements:
(a) The Developer shall prepare a bid package for review, comment and
approval by the City Manager or his designee (the "City Representative") for any City
Improvements bid after the effective date of this Agreement.
(b) For City Improvements bid after the effective date of this Agreement, the
Developer shall, after obtaining sealed bids for the construction of the City Improvements in
conformance with the procedures and requirements of the City, submit to the City written evidence
of such competitive bidding procedure, including evidence of the means by which bids were
solicited,a listing of all responsive bids and their amounts,and the name or names of the contractor
or contractors to whom the Developer proposes to award the contracts for such construction,which
shall be the lowest responsible bidder.
(c) The City Representative shall attend the bid opening for such City
Improvements bid after the effective date of this Agreement. If unable to attend the bid opening,
the City Representative shall approve or disapprove of a contractor or contractors, in writing,
within five (5) business days after receipt from the Developer of the name or names of such
contractor or contractors recommended by the Developer. If the City Representative disapproves
of any such contractor; the Developer shall select the next lowest responsible bidder from the
competitive bids received who is acceptable to the City Representative.
(d) The specifications and bid and contract documents shall require all such
contractors to pay prevailing wages and to otherwise comply with applicable provisions of the
Labor Code,the Government Code and the Public Contract Code relating to public works projects
and as required by the procedures and standards of the City with respect to the construction of its
public works projects.
(e) The Developer shall submit faithful performance and payment bonds in
form and substance reasonably acceptable to the City with respect to the City Improvements.
(f) The Developer and its contractor and subcontractors shall be required to
provide proof of insurance coverage throughout the term of the construction of the City
Improvements,which they will construct in conformance with the City's standard procedures and
requirements. The City's insurance requirements are set out in Section 20 herein.
(g) The Developer and all such contractors shall comply with such other
requirements relating to the construction of the City Improvements which the City may impose by
written notification delivered to the Developer and each such contractor at the time either prior to
the receipt of bids by the Developer for the construction of such City Improvements or, to the
extent required as a result of changes in applicable laws, during the progress of construction
thereof-, provided that such other requirements shall only be imposed to the extent the City
reasonably determines they are required in order to comply with applicable law. In accordance
with Section 7, the Developer shall be deemed the awarding body and shall be solely responsible
for compliance and enforcement of the provisions of the Labor Code, Government Code, and
Public Contract Code.
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(h) A "Change Order" is an order from the Developer to a contractor
authorizing a change in the work to be performed and a "Significant Change Order" is an order
from the Developer to a contractor authorizing a change in the work to be performed where such
Change Order is larger than 10% of the contract amount for such City Improvement. After the
effective date of this Agreement, the Developer shall receive comments from the City
Representative prior to the Developer's approval of any Significant Change Order. The City
Representative shall comment on or deny the Significant Change Order request within fifteen(15)
business days of receipt of all necessary information. The City's comments to a Significant
Change Order shall not be unreasonably delayed, conditioned or withheld. The Developer shall
not be entitled to be compensated for costs associated with a Significant Change Order that has
not been approved by the City Representative.
Developer shall provide proof to the City, at such intervals and in such form as the City
may reasonably require, that the foregoing requirements have been satisfied as to all of the City
Improvements which are funded through Bond proceeds.
7. INSPECTION; COMPLETION OF CONSTRUCTION
The requirements of this Section shall not apply to any City Improvement that was
complete (as determined by the City Council) prior to the adoption by the City Council of the
resolution forming the CFD, but they shall apply to all other City Improvements.
The City shall have primary responsibility for inspecting the City Improvements to assure
that the work is being accomplished in accordance with the Plans. Such inspection does not
include inspection for compliance with safety requirements by the Developer's contractor(s). The
City's personnel shall be granted access to each construction site at all reasonable times for the
purpose of accomplishing such inspection. Upon satisfaction of the City's inspectors, the
Developer shall notify the City in writing that a City Improvement has been completed in
accordance with the Plans. Any actual costs reasonably incurred by the City for inspection not
previously paid by the Developer shall be reimbursed from funds in the City Improvements
Account.
Within three(3)business days of receipt of written notification from City inspectors that a
City Improvement has been completed in accordance with the Plans,the City Representative shall
notify the Developer in writing that such City Improvement has been satisfactorily completed.
Upon receiving such notification,the Developer shall file a Notice of Completion with the County
of Riverside Recorders Office, pursuant to the provisions of Section 3093 of the Civil Code. The
Developer shall furnish to the City a duplicate copy of each such Notice of Completion showing
thereon the date of filing with the County of Riverside (the "County"). City will in turn file a
notice with the County for acceptance.
8. LIENS
With respect to any City Improvement that was complete (as determined by the City
Council) prior to the adoption by the City Council of the resolution forming the CFD, prior to any
payment by the CFD to the Developer for such City Improvement, the Developer shall provide to
the City such evidence or proof as the City shall require that all persons, firms and corporations
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supplying work, labor, materials, supplies and equipment for the construction of the City
Improvements have been paid, and that no claims of liens have been recorded by or on behalf of
any such person, firm or corporation. With respect to City Improvements, upon the earlier of
(i)receipt of all applicable lien releases, or(ii) expiration of the time for the recording of claim of
liens as prescribed by Sections 3115 and 3116 of the Civil Code the Developer shall provide to the
City such evidence or proof as the City shall require that all persons, firms and corporations
supplying work, labor, materials, supplies and equipment for the construction of the City
Improvements have been paid, and that no claims of liens have been recorded by or on behalf of
any such person, firm or corporation.
9. ACQUISITION; ACQUISITION PRICE; SOURCE OF FUNDS
The acquisition price of a City Improvement that was complete(as determined by the City
Council) prior to the adoption by the City Council of the resolution forming the CFD shall be its
fair market value, as determined by the City's Assistant General Manager or his or her designee,
as of the date of acquisition. The City shall consider input and data provided by the Developer
prior to determining the final fair market value. The Actual Cost (as defined below) of the City
Improvement shall be presumed to be its fair market value unless there is reasonable evidence that
a lower amount is the fair market value.
The costs eligible to be included in the acquisition price of a City Improvement that is not
described in the preceding paragraph (the "Actual Costs") shall include
(i) The actual hard costs for the construction of such City Improvement as
established by the City-approved construction contracts, Change Orders,
and approved Significant Change Orders, including costs of payment,
performance and maintenance bonds and insurance costs, pursuant to this
Agreement;
(ii) The design and engineering costs of such City Improvement including,
without limitation,the costs incurred in preparing the Plans;
(iii) The costs of environmental evaluations and public agency permits and
approvals attributable to the City Improvement;
(iv) Costs incurred by the Developer for construction management and
supervision of such City Improvement, not to exceed five percent (5%) of
the actual construction cost;
(v) Professional costs associated with the City Improvement such as
engineering, inspection, construction staking, materials, testing and similar
professional services; and
(vi) Costs approved by the City in accordance with the Act of acquiring any real
property or interests therein required for the City Improvement including,
without limitation, temporary construction easements, temporary by-pass
road and maintenance easements.
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Provided the Developer has complied with the requirements of this Agreement, the City
agrees to pay the acquisition price of a completed City Improvement to the Developer or its
designee within thirty (30) days after the Developer's satisfaction of the preconditions to such
payment stated herein, but only to the extent there are sufficient funds available in the City
Improvements Account. Except in the case of a City Improvement described in the first paragraph
of this Section, the acquisition price to be paid from Bond proceeds for the acquisition of a City
Improvement by the City shall be the least of(1) the value of the City Improvement; or (2) the
total of the Actual Costs of the City Improvement ("Acquisition Price"). The Actual Cost of the
City Improvement shall be presumed to be its Acquisition Price unless there is reasonable evidence
that a lower amount is the actual value.
As a condition to the payment of the Acquisition Price, the ownership of the completed
City Improvement shall be transferred to the City by grant deed, bill of sale or such other
documentation as such public agency may require free and clear of all taxes, liens, encumbrances,
and assessments, but subject to any exceptions determined by the City to not interfere with the
actual or intended use of the land or interest therein (including the lien of a community facilities
district so long as the subject property is exempt from taxation or is otherwise not taxable by such
community facilities district). Upon the transfer of ownership of City Improvements or any portion
thereof to the City, the City shall be responsible for the maintenance of such City Improvements
or the portion transferred. Notwithstanding the foregoing, the Acquisition Price of a City
Improvement may be paid prior to transfer of ownership and acceptance of the City Improvement
if it is substantially completed at the time of payment. The City Improvement shall be considered
"substantially complete"when it has been reasonably determined by the City to be usable, subject
to final completion of such items as the final lift or any other items not essential to the primary use
or operation of the City Improvement.
For purposes of determining the Acquisition Price to be paid by the Community Facilities
District for the acquisition of the City Improvements by the City (other than City Improvements
described in the first paragraph of this Section),the value of such City Improvements shall include
the construction costs specified in the City-approved contracts,Change Orders,and City-approved
Significant Change Orders conforming to Section 6, as hereinbefore specified. City approval is a
condition prior to initiation of contract work for City Improvements bid after the effective date of
this Agreement. However, if the City reasonably determines that the additional Actual Costs are
excessive and that the value of the City Improvements is less than the total amount of such Actual
Costs and such construction costs,the price to be paid for the acquisition of the City Improvements
shall be the value thereof as determined by the Engineer, subject, however, to the Developer's
right to appeal to the City Council.
Upon completion of the construction of a City Improvement, the Developer shall deliver
or cause to be delivered to the City a Disbursement Request Form in substantially the form of
Exhibit"D,"attached hereto,copies of the contract(s)with the contractor(s)who have constructed
the City Improvement and other relevant documentation with regard to the payments made to such
contractor(s) and each of them for the construction of the City Improvement, documentation
evidencing payment of prevailing wages, and shall also provide to the City invoices and purchase
orders with respect to all equipment,materials and labor purchased for the construction of the City
Improvements. The City shall require the Engineer to complete its determination of the value of
the City Improvements as promptly as is reasonably possible.
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Notwithstanding the preceding provisions of this Section, the source of funds for the
acquisition of the City Improvements or any portion thereof shall be funds in the City
Improvements Account. If for any reason beyond the City's control the Bonds are not sold, the
City shall not be required to acquire the City Improvements from the Developer, except to the
extent of funds from the collection of Special Taxes. In such event, the Developer shall complete
the design and construction and offer to the City ownership of such portions of the City
Improvements as are required to be constructed by the Developer as a condition to recordation of
subdivision maps for the Developer Property(but only at such times as required by such condition),
but need not construct any portion of the City Improvements which it is not so required to
construct. Reimbursement for these facilities would be made from the collection of Special Taxes
over time.
In addition to the foregoing, the City shall have the right to withhold payment for
acquisition of a City Improvement, if-
(a) the Developer or any of its affiliates is delinquent in the payment of any
Special Taxes levied by the Community Facilities District on properties then owned by the
Developer or any of its affiliates within the CFD, or
(b) the Developer is not then in substantial compliance with a condition or
obligation imposed upon the Developer Property by the City, including but not limited to, payment
of all applicable fees,dedication of all applicable rights-of-way or other property and construction
requirements.
The City shall immediately provide written notice to the Developer of the decision to
withhold any such payment and shall specify the reason for such decision. If the payment is
withheld as a result of the delinquency in the payment of Special Taxes, the notice shall identify
the delinquent parcels and the amount of such delinquency. If the payment is withheld as a result
of substantial non-compliance with a condition or obligation, the notice shall specify such
condition or obligation and what action will be necessary by the Developer to substantially comply
with such condition or obligation. Upon receipt of evidence reasonably satisfactory to the City
that the Developer has paid the delinquent Special Taxes or complied with the subject condition
or obligation, the City shall forthwith make all payments which have been withheld pursuant to
the provisions of this Section.
10. EASEMENTS AND/OR FEE TITLE OWNERSHIP DEEDS
Without limiting the Developer's rights to reimbursement for such grants pursuant to
Section 9 above, the Developer shall, at the time the City acquires the City Improvements as
provided in Section 9 hereof, grant or cause to be granted to the City, by appropriate instruments
prescribed by the City,all easements across private property and/or fee title ownership deeds which
may be reasonably necessary for the proper operation and maintenance of such City
Improvements, or any part thereof, but only to the extent located within the Developer Property.
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11. PERMITS
The Developer shall be responsible for obtaining all necessary construction permits from
the City and/or the County (as appropriate) covering construction and installation of the City
Improvement.
12. MAINTENANCE
Prior to the transfer of ownership of a City Improvement by the Developer to the City, as
provided in Section 9 hereof, the Developer shall be responsible for the maintenance thereof and
shall require its contractor(s)to repair all facilities damaged by any party other than the City, prior
to acceptance by the City and/or make corrections determined to be necessary by the City's
inspection personnel. The City shall not be permitted to place any City Improvement in service
prior to acceptance of the same, unless the Developer otherwise consents in writing.
13. INSPECTION OF RECORDS
The City shall have the right to review all books and records of the Developer pertaining
to the costs and expenses incurred by the Developer for the design and construction of the City
Improvements during normal business hours by making arrangements with the Developer. The
Developer shall have the right to review all books and records of the City pertaining to costs and
expenses incurred by the City for services of the Engineer by making arrangements with the City.
14. OWNERSHIP OF IMPROVEMENTS
Notwithstanding the fact that some or all of the City Improvements may be constructed in
dedicated street rights-of-way or on property which has been or will be dedicated to the City, each
City Improvement shall be and remain the property of the Developer until acquired by the City as
provided in this Agreement. The foregoing shall not apply to the Utility Undergrounding.
15. MATERIALS AND WORKMANSHIP WARRANTY
The requirements of this Section shall not apply to any City Improvement that was
complete (as determined by the City Council) prior to the adoption by the City Council of the
resolution forming the CFD, but they shall apply to all other City Improvements.
Upon the completion of the acquisition of a City Improvement by the City,the performance
bond related to such individual City Improvement provided by the Developer pursuant to Section
6.4(e)hereof, shall be reduced by 90%, and the remaining 10%shall serve as a maintenance bond
to guarantee that such City Improvement will be free from defects due to faulty workmanship or
materials for a period of one year.
16. CITY FEE FACILITY IMPROVEMENTS
The Developer may be required pursuant to the conditions of development or the fee
ordinance to pay certain City fees(the"City Fees")relating to the City Fee Facility Improvements
prior to the availability of proceeds of the Bonds to pay for such City Fee Facility Improvements.
In the event such City Fees are paid prior to the availability of Bond proceeds, the amounts paid
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to the City shall be deemed to be deposits (each a"Deposit")that are subject to refund by the City
to the Developer in accordance with this Agreement. The City shall place each Deposit in a capital
facilities account(s). If the Developer has made any Deposits to the City, then following deposit
of Bond proceeds in the City Fee Facility Improvements Account, the City shall return to the
Developer, from the capital account in which the Deposits were deposited the Deposits not
previously returned, without interest or other earnings thereon. The City shall be so obligated to
return such Deposits only to the extent that an equivalent amount of the Deposits to be returned is
deposited in the City Fee Facility Improvements Account from Bond proceeds or Special Tax
collections prior to the issuance of Bonds.
Bond proceeds used to finance City Fee Facility Improvements which relate to the City
Fees shall be allocated first for return of all Deposits prior to being allocated to the payment of
City Fees not previously deposited by the Developer. Any Deposits that have not been returned
to the Developer at the time it is determined that there will be no further Bond proceeds available
(i.e. the final series of Bonds to finance the Improvements have been issued) shall be retained by
the City and may be used for the purposes for which the City Fee was required,and the unrefunded
Deposits shall constitute full and final payment for such City Fees, without any increase of any
kind.
17. MISCELLANEOUS IMPROVEMENTS
Improvements unrelated to the City Improvements and the City Fee Facility Improvements
are described in Exhibit "C" attached hereto. The amounts deposited in the applicable
Miscellaneous Improvement Account(s), if any, will be disbursed for the acquisition or
construction of Miscellaneous Improvements in accordance with the provisions in the applicable
Joint Community Facilities Agreement. Any amounts in the applicable Miscellaneous
Improvement Account(s) shall be disbursed at the written direction of the City upon Developer's
submittal of a payment request which will be based upon applicable entity's payment request form
as provided for in the applicable Joint Community Facilities Agreement. Upon receipt of such
payment request, the City shall submit a written requisition for payment of the requested amount
to the Fiscal Agent for the Bonds, who shall directly pay the amount requested to the applicable
entity.
18. INDEPENDENT CONTRACTOR
In performing this Agreement,Developer is an independent contractor and not the agent of
the City. The City shall not have any responsibility for payment to any contractor or supplier of
Developer. It is not intended by the Parties that this Agreement create a partnership or joint venture
among them and this Agreement shall not otherwise be construed.
19. INDEMNIFICATION
Developer shall assume the defense of, indemnify and save harmless,the City, its officers,
employees and agents, and the Community Facilities District, its officers, employees and agents,
from and against all actions, damages, claims, losses or expenses of every type and description to
which they may be subject or put, by reason of, or resulting from such person's or entity's
performance of its obligations under this Agreement and the construction of the City
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Improvements and the Miscellaneous Improvements,the failure of the Developer to provide notice
of the Special Tax to be levied by the Community Facilities District pursuant to Section 53341.5
of the Act (but only if the Developer is required by law to provide such notice), or arising out of
any alleged misstatements of fact or alleged omission of a material fact made by the Developer,
its officers, directors, employees or agents to the City, the Community Facilities District, the
underwriter of the Bonds and its counsel, the appraiser, the special tax consultant, the market
absorption consultant or bond counsel regarding the Developer, its proposed developments, its
property ownership, and any contractual arrangement it may enter into in a disclosure document
describing the Community Facilities District and the risks relating to the Bonds. No provision of
this Agreement shall in any way limit the extent of Developer's responsibility for payment of
damages resulting from the operations of Developer and its contractors; provided, however that
Developer shall not be required to assume the defense or indemnify and save harmless any person
or entity as to actions, damages, claims, losses or expenses resulting from the breach of this
Agreement, the willful misconduct of such person or entity or their officers,agents,consultants or
employees.
20. INSURANCE REQUIREMENTS
For City Improvements bid after the effective date of this Agreement,neither the Developer
nor its contractor shall commence work on such City Improvement under this Agreement prior to
obtaining insurance with a company or companies acceptable to the City,nor shall the Developer's
contractor allow any subcontractor to commence work on its subcontract until all insurance
required of the subcontractor has been obtained.
The Developer shall during the life of this Agreement, notify the City in writing of any
incident giving rise to any potential bodily injury or property damage claim and any resultant
settlements, whether in conjunction with this or any other project which may affect the limits of
the required coverage, as soon as is reasonable and practical.
21. CONFLICT WITH OTHER AGREEMENTS
Except as specifically provided herein, nothing contained herein shall be construed as
releasing Developer from any condition of development or requirement imposed by any other
agreement with City. In the event of a conflicting provision, such other agreement shall prevail
unless such conflicting provision is specifically waived or modified in writing by City.
22. NOTICES
Any notice, payment or instrument required or permitted by this Agreement to be given or
delivered to either Party shall be deemed to have been received when personally delivered or
seventy-two (72) hours following deposit of the same in any United States Post Office in
California, registered or certified, postage prepaid. Any notice to the Community Facilities
District or the City shall be addressed to City of Menifee,29844 Haun Road, Menifee, CA 92530,
Attention: Deputy City Manager. Any notice to Developer shall be addressed to Lennar Homes
of California, Inc., 980 Montecito Drive Suite 206, Corona, CA 92879, Attention: Geoff Smith.
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Each Party may change its address for delivery of notice by delivering written notice of
such change of address to the other Party hereto.
23. NO GIFT OR WAIVER
23.1 No Gift or Waiver for City Improvements. The Developer and the City
acknowledge that:
(a) The Developer or its predecessor may have constructed or may be
constructing City Improvements before funds that will be used to acquire them are available with
the expectation that the Developer will be reimbursed for such City Improvements to the extent
and in the manner set forth in this Agreement.
(b) The City may inspect City Improvements and process Disbursement
Request Forms even if funds from the proceeds of Bonds available at the time of such inspection
and processing do not exist or are not then sufficient to satisfy the Disbursement Request in full.
(c) The Developer may convey City Improvements to the City and the City may
accept such City Improvements even if funds from the proceeds of Bonds available at the time of
such conveyance and acceptance do not exist or are not then sufficient to satisfy the Disbursement
Request in full.
(d) If the City accepts City Improvements before a Disbursement Request is
paid in full,the unpaid balance of the Disbursement Request will be paid from time to time, in any
number of installments and irrespective of the length of time payment is deferred, as funds from
the proceeds of Bonds become available.
(e) The Developer's conveyance or dedication of City Improvements to the
City before the availability of funds from the proceeds of Bonds to acquire the City Improvements
is not and shall not be deemed, a gift or a waiver of the Developer's right to payment of the
purchase price of such City Improvements pursuant to this Agreement.
23.2 No Gift or Waiver for City Fees. The Developer and the City acknowledge that:
(a) Prior to the availability of funds from the proceeds of Bonds,the Developer
or its predecessor may have been or may be required to deposit funds to assure payment of
applicable City Fees of the City.
(b) The Developer or its predecessor has deposited or will be depositing such
funds with the expectation that the Developer will be reimbursed for these Deposits to the extent
and in the manner set forth in this Agreement.
(c) The reimbursement of such Deposits pursuant to Section 16 of this
Agreement may occur from time to time, in any number of installments and irrespective of the
length of time payment is deferred, as funds become available.
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(d) The Developer's deposit of such funds to the City before the availability of
funds to reimburse the Developer is not, and shall not be deemed, a gift or a waiver of the
Developer's right to reimbursement of such Deposits pursuant to this Agreement.
24. GENERAL PROVISIONS
(a) Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the City and the Developer and their respective heirs, executors, legal
representatives, successors, and authorized assigns.
(b) Amendment. This Agreement may be amended at any time but only in
writing signed by each Party hereto.
(c) Entire Agreement. This Agreement, and the agreements referenced herein,
contains the entire understanding and agreement between the Parties with respect to the matters
provided for herein and supersedes all prior agreements and negotiations between the Parties with
respect to the subject matter of this Agreement. There are no oral or written representations,
understanding,undertakings or agreements which are not contained or expressly referred to herein,
and any such representations, understandings or agreements are superseded by this Agreement.
Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement
by the other Parties hereto,or the failure by a Party to exercise its rights upon the default of another
Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by
such other Parties with the terms of this Agreement thereafter. This Agreement shall be binding
upon, and enforceable by and against the Community Facilities District upon the establishment of
the Community Facilities District.
(d) Exhibits. All exhibits attached hereto are incorporated into this Agreement
by reference.
(e) Severability. If any part of this Agreement is held to be illegal or
unenforceable by a court of competent jurisdiction,the remainder of this Agreement shall be given
effect to the fullest extent reasonably possible.
(f) Waiver. Failure by a Party to insist upon the strict performance of any of
the provisions of this Agreement by the other Parties hereto, or the failure by a Party to exercise
its rights upon the default of another Party, shall not constitute a waiver of such Party's right to
insist and demand strict compliance by such other Parties with the terns of this Agreement
thereafter.
(g) No Third Party Beneficiaries. Except as provided explicitly in this
Agreement, no person or entity shall be deemed to be a third party beneficiary hereof, and nothing
in this Agreement(either express or implied) is intended to confer upon any person or entity,other
than the City, the Community Facilities District, the Developer, and the Security Provider (and
their respective successors and assigns), any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
(h) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute but one instrument.
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(i) Assignment. Developer may assign all or any of its rights pursuant to this
Agreement to a purchaser of all or any portion of the Developer Property. Such a purchaser and
assignee shall, as a condition to taking an assignment of such rights, enter into an assignment and
assumption agreement with the City and Developer, in a form reasonably acceptable to Developer
and the City,whereby such rights assigned are specified and such purchaser agrees,except as may
be otherwise specifically provided therein, to assume the obligations of Developer pursuant to this
Agreement and to be bound thereby. A company that acquires all of the assets of the Developer,
including ownership of the Developer itself, shall be deemed a successor and shall not require an
assignment or assumption agreement to be bound by, and enjoy the benefits of,this Agreement.
0) Governing Law. This Agreement and any dispute arising hereunder shall
be governed by and interpreted in accordance with the laws of the State of California.
(k) Construction of Agreement. This Agreement has been reviewed by legal
counsel for both the City and Developer and shall be deemed for all purposes to have been jointly
drafted by the City and Developer. No presumption or rule that ambiguities shall be construed
against the drafting Party shall apply to the interpretation or enforcement of this Agreement.
(1) Attorneys' Fees. In the event of any action or proceeding, including an
arbitration or a reference pursuant to Section 638 et seq., of the Code of Civil Procedure brought
by any Party against any other under this Agreement, the prevailing Party shall be entitled to
recover its actual attorneys' fees and all fees,costs and expenses incurred for prosecution,defense,
consultation, or advice in such action or proceeding. In addition to the foregoing, the prevailing
Party shall be entitled to its actual attorneys' fees and all fees, costs and expenses incurred in any
post judgment proceedings to collect or enforce the judgment. This provision is separate and
several and shall survive the merger of this Agreement into any judgment on this Agreement.
(m) Venue and Forum. Any action at law or in equity arising under this
Agreement brought by any Party hereto for the purpose of enforcing, construing or determining
the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the
County of Riverside, State of California, and the Parties waive all provisions of law providing for
the filing removal or change of venue to any other Court.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year written below.
8/11/2020
DATED: , 2020
CITY OF MENIFEE,a political subdivision
of the State of California
nnDocuSigned by:
w"1��"
By:
Armando G. Villa. City Manager
ATTEST:
DocuSigned by:
BY sar4 Q. M.atn,wavi"
Sarah Manwaring, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY FOR THE CITY OF
MENIFEE
F
DouSignedBy: hatL"
Jeffrey T. Melching, City Attorney
LENNAR HOMES OF CALIFORNIA, INC.,
A California corporation
By: -�-�
Name: CD cf e
Title: �� kc, C�eJl(1�
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LIST OF EXHIBITS
EXHIBIT A - DESCRIPTION OF DEVELOPER PROPERTY
EXHIBIT B - DESCRIPTION OF COST ESTIMATES
EXHIBIT C - MISCELLANEOUS IMPROVEMENTS
EXHIBIT D - DISBURSEMENT REQUEST FORM
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EXHIBIT A
DESCRIPTION OF DEVELOPER PROPERTY
Real property in the City of Menifee, County of Riverside, State of California, described as
follows:
Assessor Parcel Nos. (as set forth in the County of Riverside Assessor's Fiscal Year
2019-20 Roll):
333-070-069
333-070-070
333-070-071
333-070-075
333-070-080
333-070-081
333-070-082
1
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EXHIBIT B
DESCRIPTION OF COST ESTIMATES OF THE IMPROVEMENTS
I. CITY FEE FACILITY IMPROVEMENTS.
Estimated Cost of the City Fee Facility Improvements
Description Estimated Cost
Law Enforcement $59,598
Fire Facilities 158,412
Circulation 1,204,860
General Government 263,418
Public Use Facilities 39,732
Parks—Land Acquisition 55,470
Parks— Improvements 170,538
City Facilities 390,406
Total City Fees Facility Improvements S 2,342,434
II. CITY IMPROVEMENTS.
Those facilities constructed by or on behalf of the Developer and needed by
City in order to provide services to the Developer Property, including the following:
Traffic Signal Improvements related to Menifee Road / $777,500
Heritage Lake Drive and Menifee Road / Rouse Road
(including Turtle Point Dr. signal modifications)
Overhead Utility Undergrounding * $1,046,921
Dry Utilities $800,000
* City Improvements bid prior to the effective date of this Agreement pursuant to
Section 6.3.
MAmounts are estimates and subject to change. The Acquisition Price will be funded with
Bond proceeds.
I
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EXHIBIT C
DESCRIPTION OF THE MISCELLANEOUS IMPROVEMENTS
The construction, purchase,modification,expansion,rehabilitation and/or improvement of
(i)water and sewer facilities including the acquisition of capacity in the sewer system and/or water
system of Eastern Municipal Water District which are included in Eastern Municipal Water
District's water and sewer capacity and connection fee programs (the "Water District Facilities"),
(ii) interim and permanent school facilities of Romoland School District, including classrooms,
multi-purpose facilities, administration and auxiliary space at school facilities, athletic fields,
playgrounds and recreational facilities and improvements thereto, landscaping, access roadways,
drainage, sidewalks and gutters and utility lines, furniture, equipment and technology, including
technology upgrades and mobile devices and infrastructure therefore, with a useful life of at least
five (5) years, including such facilities which are included in Romoland School District's school
fee programs (the "Romoland School Facilities"), (iii) interim and permanent school facilities of
Perris Union High School District, including classrooms, multi-purpose facilities, administration
and auxiliary space at school facilities, athletic fields, playgrounds and recreational facilities and
improvements thereto, landscaping, access roadways, drainage, sidewalks and gutters and utility
lines,furniture,equipment and technology, including technology upgrades and mobile devices and
infrastructure therefore, with a useful life of at least five (5)years, including such facilities which
are included in Perris Union High School District's school fee programs (the "Perris School
Facilities" and together, with the Water Facilities and the Romoland School Facilities, the
"Facilities"), and all appurtenances and appurtenant work in connection with the foregoing
Facilities, including the cost of engineering, planning, designing, materials testing, coordination,
construction staking, construction management and supervision for such Facilities.
Water District facilities included in the Water District's capacity and connection fee
programs used to finance expansion projects, exclusive of in-tract facilities constructed by a
property owner, but including and not limited to the following:
Description Estimated Cost
Sewer Financial Participation Charge $ 751,812
Sewer Treatment Plant Capacity Charge 1,532,004
Water Financial Participation Charge 1,419,258
Water Supply Development Fee 77,400
1" Meter Drop-In Fee 97,266
Irrigation Meter Fees 149,820
Total Estimated Water District Facilities Fees S 4.027.560
1 24/03 1 8 5 8-002 7
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Those facilities constructed by or on behalf of the Developer and needed by the Water
District in order to provide services to the Developer Property and also include any of the
following:
Estimated Cost of the Water District Facility Improvements
Description Estimated Cost
TBD TBD
Romoland School Facilities included in the Romoland School District's development fee
programs used to finance Romoland School Facilities, in approximately the following amount:
Estimated Cost of the Romoland School Facilities
Description Estimated Cost
Romoland School Fees $3,300,000
2
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Perris School Facilities included in the Perris Union High School District's development
fee programs used to finance Perris School Facilities, in approximately the following amount:
Estimated Cost of the Perris School Facilities
Description Estimated Cost
Perris Union High School District Fees $750,000
3
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EXHIBIT D
CFD NO. 2020-1 (McCALL MESA) OF THE CITY OF MENIFEE
DISBURSEMENT REQUEST FORM
1. Community Facilities District No. 2020-1 (McCall Mesa) of City of Menifee (the
"CFD") is hereby requested to pay from the Account, or any
applicable account or sub-account thereof, established by the CFD in connection with its 20_
Special Tax Bonds(the"Bonds")to City of Menifee(the"City")as payee,the sum set forth below:
$ (the Requested Amount")
2. The Requested Amount represents the payment of City Fees for lot(s) within
the boundaries of the CFD (the "Property").
(Tract No. , Lot Nos. ).
Or, City Improvements as supported by attached documentation.
3. The Requested Amount is due and payable, has not formed the basis of any prior
request or disbursement.
4. The City, as payee, is hereby directing payment of the Requested Amount be
payable to Lennar Homes of California, Inc., a California corporation(the "Developer"),pursuant
to the wiring instructions attached hereto.
5. The Requested Amount is authorized and payable pursuant to the terms of the
certain Acquisition, Construction and Funding Agreement(the"Agreement") between the City of
Menifee, acting for and on behalf of itself and the CFD and Developer.
6. Capitalized undefined terms used herein shall have the meaning ascribed to them
in the Agreement.
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Dated: DEVELOPER:
LENNAR HOMES OF CALIFORNIA, INC.,
a California corporation
By:
Name:
Title:
Dated: CITY OF MENIFEE
By:
Its:
[ATTACH WIRING INSTRUCTIONS]
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