2020/12/14 CIP Improvements Covenant of Improvment PM No. 37379RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:
City of Menifee
29844 Haun Road
Menifee, CA92586
Community Development Department
DOC # 2020-0633945
12/14/2020 01:46 PM Fees: $0.00
Page 1 of 14
Recorded in Official Records
County of Riverside
Peter Aldan@
Assessor -County Clerk -Recorder
**This document was electronically submitted
to the County of Riverside for recording**
Receipted by: REGINA #080
(Space Above This Line for Recorder's Use Only)
COVENANT OF IMPROVEMENT REQUIREMENTS
(PARCEL MAP NO. 37379)
This COVENANT OF IMPROVEMENT REQUIREMENTS (PARCEL MAP NO. 37379)
("Agreement") is entered into as of Oecemba- 2_ , 2020, between (i) the CITY OF MENIFEE, a
California municipal corporation ("City"), and (ii) BLC FLEMING LLC, a Delaware limited liability
company, and THE FLEMING FAMILY LIMITED PARTNERSHIP, a California limited partnership
Qointly, collectively, and severally, "Owner").
RECITALS
A. Owner is the owner of certain real property located in the City of Menifee, County of
Riverside, State of California, and legally described in Exhibit A, which is attached hereto and
incorporated herein by this reference (the "Property").
B. On October 13, 2017, Owner submitted to City an application for approval of a tentative
parcel map for the Property. Said tentative parcel map is identified in City records as Tentative
Parcel Map No. 2017-337 ("TPM 37379").
C. Owner has advised City that the sole purpose of processing TPM 37379 is to establish
legal parcels for ownership and conveyance purposes, and that no development is contemplated
or permitted in connection with TPM 37379.
D. On December 11, 2019, the City of Menifee Planning Commission conditionally approved
Owner's application, by adoption of Resolution No. PC 19-474 (the "PC Resolution").
E. The conditions of approval issued in connection with the PC Resolution (the "Conditions
of Approval") require construction and dedication to City of certain public improvements and
dedication to City of certain easements. The Conditions of Approval provide that such
construction and dedications can be deferred, pursuant to a written agreement, until the time a
permit or other grant of approval for development of a parcel is issued by City or upon a finding
by City that fulfillment of the improvement requirements is necessary for either reasons of public
health and safety, or is a necessary requisite to the orderly development of the surrounding area.
F. The purpose of this Agreement is to secure Owner's future completion of the
improvements and dedications required by the Conditions of Approval.
DOC #2020-0633945 Page 2 of 14
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated
herein by this reference, and for other valuable consideration, the sufficiency of which is hereby
acknowledged, City and Owner hereby agree as follows:
I. ASSIGNMENT; AGREEMENT BINDING ON SUCCESSORS IN INTEREST
This Agreement may not be assigned by Owner except with the prior written approval of City,
which shall not be unreasonably withheld, conditioned, or delayed. Any such assignment shall
be effected by a written assignment and assumption agreement in a form approved by the City
Attorney.
This Agreement is an instrument affecting the title or possession of the Property. All of the terms,
covenants and conditions herein imposed shall be binding upon and inure to the benefit of City
and Owner, any subsequent owner of all or any portion of the Property, and their respective
successors, heirs, personal representatives, assigns, or successors in interest.
II. STREET AND DRAINAGE IMPROVEMENTS
A. Owner agrees to construct on the Property all of the improvements described in the Conditions
of Approval, as well as any required off -site improvements (collectively, the "Improvements") in
the manner set forth in this Agreement.
B. City and Owner agree that Owner's construction of the Improvements may be deferred to the
next entitlement, described as Tentative Tract Map 37391 (the "Tract Map"). Owner
acknowledges and agrees that Owner shall not be entitled to obtain a building permit for any
portion of the Property until such time as Owner either completes construction of all of the
Improvements or provides adequate security for completing the Improvements to City, in a form
and content as authorized by the California Subdivision Map Act and County of Riverside
Ordinance No. 460, Article XVII, Section 17.1 (collectively, the "Governmental Subdivision
Requirements"), which has been incorporated by reference into the City of Menifee Municipal
Code.
C. The Improvements shall be constructed according to a phasing plan for the development of
the Property, as determined in the Traffic Impact Analysis and Specific Plan, which phasing plan
is set forth in Exhibit B, attached hereto and incorporated herein by this reference. Each specific
Improvement shall be constructed according to the timing set forth in the Conditions of Approval
and, with respect to the portions of the Property located west of Sherman Drive, the statutory
Development Agreement entered into between Owner and City and recorded concurrently
herewith in the Official Records of the County of Riverside against such portions (the
"Development Agreement"). All of the costs of the Improvements shall be borne solely by Owner
subject to any agreements between Owner and other owners of portions of the Property pursuant
to which costs have been allocated. If Owner is obligated to pay a fair share of the cost of a
facility provided by others, Owner shall adhere to the amount to be paid and the time when
payment must be made as set forth in the Development Agreement.