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2020/06/30 AgreementQa PLEASE RECORD AND WHEN RECORDED RETURN TO:2@2@-@292@73 OEI3O/2O2O tZiOE pn Fee; g 0.00 Page I of 184 z1s'tl ra"^ #nT*?:&'il!lf 2e844 Haun Road Attn: City Attorney Recor Countr ded in Official Recordsy of Riverside A ldana C I er k-Recorder tlllffiffilt ffi illttff,iffiilil LEGADO DEVELOPMENT AGREEMENT This Development Agreement (hereinafte r "Agreement") isentered into on {* /rOrO, by and between the CITY OF MENIFEE (hereinafter "CITY'), a municipal corporation of the State of California, and BLC FLEMING LLC, a Delaware limited liability company (hereinafter,,DEVELOPER"). RECITALS A. DEVELOPER owns all of the real property described on Exhibit A and depicted on Exhibit B, consisting of approximately 331 acres of land area located in the City of Menifee, County of Riverside, State of California, more particularly described in the legal description attached hereto as Exhibit A ("Property"). B. The Planning and Zoning approvals for the Project on the Property obtained prior to the Effective Date of this Agreement (collectively, the"Development Approvals") include but are not limited to the following: i. Legado Specific Plan (No. 2017-187) ("Specific Plan"). Establishes a specific land use plan, designation of planning areas, development standards, architectural design guidelines and landscape design guidelines for development of a maximum of 1,061 dwelling units and up to 225,000 square feet of freeway-oriented commercial uses, with twenty-two (22) Planning Areas, 12.9 acres of community park, 7.9 acres of linear and pocket parks, and additional features and amenities on the Property, adopted by the City Council of the City of Menifee ("City Council") on dr$t n, ?OfDand provides the required contents of a Development Plan in compliance with Government Code section65865.2. ii. Change of Zone (No. 2017-188). Changes the zoning classification on the Property from "Fleming Ranch Specific Plan Zone" to "Legado Specific 916/031858-0003 15029240.1 a05/03/20 EXHIBIT A – Page 1 EXHIBIT A Legal Description of the Property 916/031858-0003 15029240.1 a05/03/20 EXHIBIT A – Page 2 916/031858-0003 15029240.1 a05/03/20 EXHIBIT A – Page 3 916/031858-0003 15029240.1 a05/03/20 EXHIBIT A – Page 4 916/031858-0003 15029240.1 a05/03/20 EXHIBIT A – Page 5 916/031858-0003 15029240.1 a05/03/20 EXHIBIT B – Page 1 EXHIBIT B Map Showing Property and its Location 916/031858-0003 15029240.1 a05/03/20 EXHIBIT B – Page 2 916/031858-0003 15029240.1 a05/03/20 EXHIBIT C – Page 1 EXHIBIT C Development Plan 916/031858-0003 15029240.1 a05/03/20 EXHIBIT C – Page 2 Exhibit C Development Plan The Development Plan under the Agreement is the plan for the Development1 of the Property, as set forth in and regulated by the Development Approvals, planning and zoning standards, regulations, applicable conditions of approval, and criteria for the Development of the Property, all as contained in the following:2 1. The Menifee General Plan 2. Legado Specific Plan (No. 2017-187), which establishes a specific land use plan, designation of planning areas, development standards, architectural design guidelines and landscape design guidelines for development of a maximum of 1,061 dwelling units and up to 225,000 square feet of freeway-oriented commercial uses, with twenty-two (22) Planning Areas, 12.9 acres of community park, 7.9 acres of linear and pocket parks, and additional features and amenities on the Property 3. Title 9, Planning and Zoning, of the Menifee Municipal Code, as amended by Change of Zone No. 2017-188, which changes the zoning classification on the Property from “Fleming Ranch Specific Plan Zone” to “Legado Specific Plan Zone” to reflect the adopted Legado Specific Plan. 4. Menifee Municipal Code Chapter 8.26, Grading Regulations 5. Title 7, Subdivisions, of the Menifee Municipal Code 6. The Design Guidelines of the City of Menifee, adopted by the Menifee City Council on April 15, 2020. 7. Tentative Tract Map No. 37408, which proposes a subdivision of approximately 149.6 gross acres into 475 single-family residential lots and __ lots for open space, park, landscape, monumentation, drainage, and storm drain purposes with single- family residential lots with minimum lot sizes (depending on Specific Plan Planning Area) of between 5,000 square feet and 7,000 square feet. 8. Tentative Tract Map No. 37409, which proposes a subdivision of approximately 159.1 gross acres into 547 single-family residential lots and __ lots for park, landscape, monumentation, drainage, and storm drain purposes, with single-family 1 All capitalized terms used in this Exhibit C shall have the meaning assigned to those terms in the Legado Development Agreement, to which this Exhibit C is attached. 2 Under Section 3.2 of the Agreement, except as otherwise provided in the Agreement, those portions of the items listed on Exhibit C that govern permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to Development of the Property, shall govern the Development of the Property. 916/031858-0003 15029240.1 a05/03/20 EXHIBIT C – Page 3 residential lots with minimum lot sizes (depending on Specific Plan Planning Area) of 5,000 square feet and 7,000 square feet. 9. Tentative Tract Map No. 37391. Proposes a large-lot subdivision of the Property’s approximately 331.01 gross acres into twenty-six (26) parcels for park, commercial, roadway, and financing purposes, including one 12.9 acre community park. 10. The Mitigation Measures identified in Exhibit D. 11. All other ordinances, resolutions, codes, rules, regulations, CITY adopted plans (including, but not limited to, trail plans and park master plans) and official policies of CITY adopted and effective on or before the Effective Date governing Development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Property. 12. Variances, conditional use permits, master plans, public use permits, and plot plans that constitute Subsequent Development Approvals. COMPLETE COPIES OF THE DEVELOPMENT PLAN ARE ON FILE WITH THE CITY CLERK. 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 1 EXHIBIT D Mitigation Measures 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 2 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 3 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 4 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 5 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 6 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 7 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 8 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 9 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 10 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 11 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 12 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 13 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 14 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 15 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 16 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 17 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 18 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 19 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 20 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 21 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 22 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 23 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 24 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 25 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 26 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 27 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 28 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 29 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 30 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 31 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 32 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 33 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 34 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 35 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 36 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 37 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 38 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 39 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 40 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 41 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 42 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 43 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 44 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 45 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 46 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 47 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 48 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 49 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 50 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D 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15029240.1 a05/03/20 EXHIBIT D – Page 69 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 70 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 71 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 72 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 73 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 74 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 75 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 76 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 77 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 78 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 79 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 80 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 81 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 82 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 83 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 84 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 85 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 86 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 87 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 88 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 89 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 90 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 91 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 92 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 93 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 94 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 95 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 96 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 97 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 98 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 99 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 100 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 101 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 102 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 103 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 104 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 105 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 106 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 107 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 108 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 109 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 110 916/031858-0003 15029240.1 a05/03/20 EXHIBIT D – Page 111 916/031858-0003 15029240.1 a05/03/20 EXHIBIT E – Page 1 EXHIBIT E Development Impact Fees 916/031858-0003 15029240.1 a05/03/20 EXHIBIT E – Page 2 “Exhibit E” Development Impact Fees 20203 Land Use Law Enf. Fire Circulation Storm Drainage Animal Shelter General Govt. Public Use Facilities Parks – Land Acqn. Parks – Imp. Master Planning And Nexus Analyses Library Facilities Total – Maximum Justified Residential Fee Per Dwelling Unit Single Family Unit $ 231 $ 614 $ 4,670 $ 1,036 $ 148 $ 1,021 $ 154 $ 215 $ 661 $ 23 $ 66 $8,839 Multi-Family Unit $ 169 $ 452 $ 3,261 $ 570 $ 109 $ 752 $ 113 $ 159 $ 487 $ 17 $ 48 $ 6,137 Senior/ Assisted Living $ 89 $ 239 $ 1,802 $ 570 $ 57 $ 398 $ 59 $ 84 $ 257 $ 9 $ 26 $ 3,590 Nonresidential Fee Per 1,000 Sq. Ft. Commercial / Retail $ 58 $ 428 $ 7,736 $ 735 $ 123 $ 262 $ 0 $ 0 $ 0 $ 5 $ 0 $ 9,347 Commercial / Service / Office $ 77 $ 560 $ 5,946 $ 259 $ 160 $ 342 $ 0 $ 0 $ 0 $ 6 $ 0 $ 7,350 Industrial / Business Park $ 29 $ 208 $ 3,941 $ 425 $ 59 $ 127 $ 0 $ 0 $ 0 $ 2 $ 0 $ 4,791 3 This exhibit represents the DIF fee schedule in effect for all use categories; however, the Project subject to the Development Agreement only includes single family residential uses. 916/031858-0003 15029240.1 a05/03/20 EXHIBIT F – Page 1 EXHIBIT F Estimated Excess Contributions LEGADO - VTTM 37408 & 37409 Circulation Facilities - Calculation of Developer Excess Contributions in Development Agreement Segment/Intersection From : To Project Cost 1,6 Subtotal Project Cost A - Total Project Cost B - Percent Allocated to DIF 1 C - Circulation DIF Allocation (A x B) D - Project Residential Circulation DIF Credit 4 E - Other Project Residential Circulation DIF Reimbursed (C - D)7 F - Other Project Nonresidential DIF Reimbursed 5 G - Developer Excess Contributions (A - D - E - F) Encanto Drive 2 Hotel to Rouse Rd. $1,305,500 Rouse Road Encanto Dr. to Myles Ct.$549,275 Rouse Road Myles Ct. to Dawson Rd.$1,955,000 Rouse Road Dawson Rd. to Antelope Rd.$1,731,375 Antelope Road 3 Chambers Ave. to Rouse Rd. $1,306,300 Chambers Avenue Encanto Dr. to School $1,715,625 Chambers Avenue School to Sherman Rd.$549,875 Chambers Avenue Sherman Rd. to Chatham Ln.$1,249,700 Chambers Avenue Chatham Ln. to Antelope Rd.$726,750 Sherman Road Chambers Ave. to Rouse Rd.$3,196,750 Encanto Dr./Rouse Rd.N/A $350,000 Encanto Dr./Chambers Ave.N/A $350,000 Sherman Rd./Rouse Rd.N/A $350,000 Sherman Rd./Chambers Ave.N/A $350,000 Reimbursable Circulation Facilities Project Total (D + E + F) Notes: 1. From City of Menifee Development Impact Fee Study Update (DIFSU)Table 5.3: Traffic Project List & Table 5.4: Traffic Signal Project List 2. Based on 45% of construction cost due to shorter segment length than what is included in DIFSU Table 5.3. 3. Based on 26% of construction cost due to half width construction and shorter segment length than what is included in DIFSU Table 5.3. 4. Based on DIFSU Circulation Facilities Impact Fee of $4,670 per Single Family Dwelling x 1,022 Units, Nonresidential Fees were not included. Actual credit will be determined by then applicable fees and total number of project dwelling units 5. Based on DIFSU Circulation Facilities Impact Fee of $7,736 per 1,000sf x 225,000sf. Actual reimbursement will equal non-residential specific plan area fees collected by City during reimbursement period. 6. Developer shall bear any costs of improvements in excess of the amounts shown in this exhibit. 7. Total reimbursement will be capped by the difference between then applicable Circulation DIF Allocation and actual credit provided under D. Reimbursement will be funded by fees collected city-wide during reimbursement period. 8. Unless specifically defined in the Project’s Conditions of Approval, construction of the following facilities shall be completed as follows:          Traffic Signals at Sherman/Chambers and Sherman/Rouse – completed as part of Development Phase 2 as defined in the approved Traffic Impact Analysis          Offsite Encanto Improvement from Hotel to south of PA18 – completed as part of Infrastructure Phase 3, as defined and illustrated in Figure 3-15 of the Legado Specific Plan $7,293,497 Exhibit F-1 $8,392,653$780,157 $1,740,600 $14,286,150 $1,400,000 $4,772,740$15,686,150 35.40%$5,552,897 LEGADO - VTTM 37408 & 37409 Storm Drain Facilities - Calculation of Developer Excess Contributions in Development Agreement Drainage Facility A - Project Cost 1,7 B - Percentage of Public Benefit 2 C - Public Benefit Project Cost (A x B) D - Total Public Benefit Cost E - Drainage Facilities DIF Allocation 3 F - Project Residential Drainage DIF Credit 4 G - Other Project Drainage DIF Reimbursed - Residential5 H - Other Project Drainage DIF Reimbursed - Nonresidential 6 I - Developer Excess Contributions (D - F - G - H) PA-19 Drainage Basin $4,944,150 55%$2,719,283 Rouse Road Diversion $403,793 75%$302,845 East Chambers Ave. Storm Drain $1,219,095 75%$914,321 PA-21 Drainage Basin $1,822,425 55%$1,002,334 Rancho La Vita Diversion $240,375 75%$180,281 West Chambers Ave. Storm Drain $2,251,500 60%$1,350,900 Encanto Dr. Storm Drain $3,367,350 85%$2,862,248 Reimbursable Storm Drain Facilities Project Total (F + G + H) Notes: 1. From K&A Cost Estimates dated Jan. 23, 2020 2. From City of Menifee e-mail on Jan. 28, 2020 3. From City of Menifee Development Impact Fee Study Update (DIFSU)Table 6.3: Total Cost of Facilities to Serve New Development - Encanto Drive Benefit Area 4. Based on DIFSU Storm Drain Facilities Impact Fee for Encanto Drive Benefit Area of $1,036 per Single Family Dwelling x 1,022 Units, Commercial Fees were not included 5. Based on DIFSU Table 6.2: Storm Drain Facilities Equivalent Dwelling Units - Encanto Drive Benefit Area Residential Growth EDU Residential Projected Growth = 1,309 EDU Legado Residential = 1,022 EDU Residential Remaining = 287 EDU x $1,036/EDU = $297,332 6. Based on DIFSU Table 6.2: Storm Drain Facilities Equivalent Dwelling Units - Encanto Drive Benefit Area NonResidential Growth EDU Nonresidential Projected Growth = 1,336 EDU x $1,036/EDU = $1,384,096 7. Developer shall bear any costs of improvements in excess of the amounts shown in this exhibit. 8. Unless specifically defined in the Project’s Conditions of Approval, construction of the following facilities shall be completed as follows:          Rouse Road Diversion – completed as part of Infrastructure Phase 1, as defined and illustrated in Figure 3-15 of the Legado Specific Plan          Rancho La Vita Diversion – completed as part of Infrastructure Phase 2, as defined and illustrated in Figure 3-15 of the Legado Specific Plan          Storm Drain diversion facilities along Chambers and Encanto Drive – completed as part of Infrastructure Phases 2 and 3 as illustrated in Figure 3-15 of the Legado Specific Plan Exhibit F-2 $2,740,220 $1,058,792$9,332,211 $2,686,337 $6,591,991$297,332 $1,384,096 LEGADO - VTTM 37408 & 37409 Park Facilities - Calculation of Developer Excess Contributions in Development Agreement Park Facility B - Percentage of Public Benefit C - Public Benefit Project Cost (A x B) D - Total Public Benefit Cost E - Park Improvements DIF Allocation 2 F - Park DIF Credit 3,6,7 G - Park DIF & Lease Revenue Reimbursed (D - F - H)4 H - Developer Excess Contributions8 Tr. 37408 Neighborhood Park $700,000 100%$700,000 Tr. 37408 Community Park $5,000,000 1 100%$5,000,000 Tr. 37408 Community Center $3,000,000 1 100% $3,000,000 Tr. 37408 & 37409 Paseo Legado $1,500,000 100%$1,500,000 Tr. 37409 Neighborhood Park $800,000 100%$800,000 Reimbursable Park Facilities Project Total (F + G) Notes: 1. Based on negotiated costs with City subject to CPI for Tr. 37408 Community Park and Tr. 37408 Community Center per Exhibit F-4 2. Based on discussions with City the DIF Allocation is not applicable 3. Based on Park and Recreation Facilities Impact Fee for Park Improvements of $661 per Single Family Dwelling x 1,022 Units 4. Reimbursement calculated assuming $100,193 for lease revenue in addition to $661 per Single Family Dwelling x 3,365 Units. These figures are hypothetical only. Actual lease revenue and development impact fees may vary. Reimbursement will be funded by park fees collected from areas to be designated by the Parties in the reimbursement agreement and by Community Park & Community Center lease revenue collected during reimbursement period. 5. Project Costs are inclusive of a 15% contingency and reflect not-to-exceed values as described in Section 6.2 of the Development Agreement 6. Quimby Fee satisfied by Developer donation of land to City for future park improvements 7. DIF Credit shall be determined separately for each park facility project 8. Subject to CPI per Exhibit F-4 $8,000,000$2,324,458 Exhibit F-3 A - Project Cost 5 $3,000,000 $675,542$11,000,000 N/A LEGADO - VTTM 37408 & 37409 Park Facilities - Consumer Price Index (CPI) Increase Maximum Cost for Neighborhood Parks & Paseos:3,000,000$ Developer Excess Contribution to Exhibit F-3 Facilities:8,000,000$ Annual CPI After Year 3 - Not to Exceed 1.5% or less than 0%120,000$ CPI Maximum Cost for Community Park & Community Center:8,000,000$ 8,120,000$ Year 4 Max Annual CPI After Year 3 - Not to Exceed 1.5% or less than 0%120,000$ CPI 121,800$ CPI 8,120,000$ Year 4 Max 8,241,800$ Year 5 Max 121,800$ CPI 123,627$ CPI 8,241,800$ Year 5 Max 8,365,427$ Year 6 Max 123,627$ CPI 125,481$ CPI 8,365,427$ Year 6 Max 8,490,908$ Year 7 Max 125,481$ CPI Year 7 and beyond - reduce CPI Not to Exceed 1% or less than 0%84,909$ CPI 8,490,908$ Year 7 Max 8,575,817$ Year 8 Max Year 7 and beyond - reduce CPI Not to Exceed 1% or less than 0%84,909$ CPI 85,758$ CPI 8,575,817$ Year 8 Max 8,661,576$ Year 9 Max 85,758$ CPI 86,616$ CPI 8,661,576$ Year 9 Max 8,748,191$ Year 10 Max 86,616$ CPI 87,482$ CPI 8,748,191$ Year 10 Max 8,835,673$ Year 11 Max 87,482$ CPI 88,357$ CPI 8,835,673$ Year 11 Max 8,924,030$ Year 12 Max 88,357$ CPI 89,240$ CPI 8,924,030$ Year 12 Max 9,013,270$ Year 13 Max 89,240$ CPI 90,133$ CPI 9,013,270$ Year 13 Max 9,103,403$ Year 14 Max 90,133$ CPI 91,034$ CPI 9,103,403$ Year 14 Max CAP of CPI - Year 15 9,194,437$ Year 15 Max 91,034$ CPI CAP of CPI - Year 15 9,194,437$ Year 15 Max Exhibit F-4 Project Cost Developer Excess Contribution to Exhibit F-3 Facilities (Exhibit F-3 Column A) (Exhibit F-3 Column H) 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 1 EXHIBIT G Assumption Agreement 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 2 RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: CITY OF MENIFEE 29844 Haun Road Menifee, CA 92586 Attn: City Attorney (Space Above This Line For Recorder’s Use) [PARTIAL] ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT This [PARTIAL] ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (“[Partial] Assignment”) is entered into as of _________________, 20__ (the “Effective Date”), by and between _____________________________________ (“Assignor”), and ___________________________ (“Assignee”). RECITALS A. BLC Fleming LLC, a Delaware limited liability company (“Original Developer” [or “Assignor”]), and the City of Menifee, a municipal corporation (“City”) entered into that certain “Legado Development Agreement”, dated _____________, and recorded on ________________, as Document No. ___________________ of Official Records, Riverside County (the “Development Agreement” or the “DA”), pursuant to which Original Developer agreed to develop certain property more particularly described in the Development Agreement subject to certain conditions and obligations set forth in the Development Agreement. B. Assignor is [the owner of or Original Developer’s successor-in-interest to] the property more particularly described on Exhibit A attached hereto (the “Assignor Land”), which is [all or a portion] of the property subject to the Development Agreement] C. Assignee is purchasing [all or a portion] of the Assignor Land, as more particularly described on Exhibit B attached here to (the “Property”), from Assignor, in accordance with the terms of that certain [Purchase and Sale Agreement Description] (the “Purchase Agreement”). D. Pursuant to the terms of the Purchase Agreement, Assignor agreed to assign and Assignee agreed to assume certain rights, interests and obligations and other terms and conditions under the Development Agreement, as such right, interests and obligations relate to the Property. E. The purpose of this [Partial] Assignment is to set forth the terms and provisions agreed upon between Assignor and Assignee with respect to the assignment of certain rights and interests and the delegation of certain duties and obligations of Assignor under the Development Agreement, as such rights, interests, duties and obligations relate to the Property. 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 3 AGREEMENT NOW, THEREFORE, Assignor and Assignee agree as follows: 1. Assignment. Assignor hereby assigns, conveys and transfers to Assignee all rights and interests of Assignor, as the “Developer”, under the Development Agreement to the extent such rights and interests relate to the Property, and Assignee hereby accepts such assignment. [Notwithstanding the foregoing, Assignor shall retain (i) any and all rights under the Development Agreement necessary to perform the Retained Obligations, defined below; and (ii) those specific retained rights set forth on Exhibit C attached hereto (the “Retained Rights”).] 2. Assumption of Obligations. [Except with respect to those specific retained burdens and obligations of Assignor set forth on Exhibit C attached hereto (the “Retained Obligations”),] Assignee hereby assumes all of Assignor’s duties and obligations under the Development Agreement accruing after the date hereof, to the extent such obligations relate to the Property, regardless of whether the obligations originate in the Development Agreement itself or documents executed in connection therewith as a means to effectuate the intent of those provisions, including, without limitation: (a) any indemnity obligations, to the extent applicable to the Property or to Assignee by reason of its ownership of the Property, (b) any obligation to follow and be bound by all applicable rules, regulations and policies, (c) any obligation to pay any fees, assessments or exactions as may be imposed by the Development Agreement, and (d) any obligations arising under the Development Agreement by reason of a default of Assignee under the Development Agreement (with respect to any obligations assumed by Assignee hereunder). Assignee agrees to provide City commercially reasonable assurances of its performance of its obligations under the Development Agreement. [Notwithstanding anything to the contrary in this Partial Assignment, Assignee acknowledges that the Development Agreement runs with the land, therefore nothing in this Partial Assignment shall be construed to excuse Assignee from general compliance with the Development Agreement’s prohibitions, default and cure provisions, and other standard provisions to the extent applicable to the Property.] 3. Development Agreement Transfer Provision. Assignor and Assignee understand and agree that this Agreement is required to comply with Section 2.2 of the Development Agreement. 4. Indemnity. Assignee agrees to indemnify, defend and hold harmless Assignor, its affiliated entities and persons, and their respective members, managers, partners, officers, directors, shareholders, employees and agents from any claims, demands, losses, liability, damages, causes of action, costs or expenses (including reasonable attorneys’ fees) made against or suffered by Assignor with regard to any failure by Assignee to perform any term or condition of the Development Agreement, to the extent such term or condition relates to the Property, from and after the date hereof, and Assignor shall indemnify, defend and hold harmless Assignee, its affiliated entities and persons, and their respective members, managers, partners, officers, directors, shareholders, employees and agents from any claims, demands, losses, liability, damages, causes of action, costs or expenses (including reasonable attorneys’ fees) made against 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 4 or suffered by Assignee with regard to any failure by Assignor to perform any term or condition of the Development Agreement, as it relates to the Property, before the date hereof. 5. Miscellaneous. 5.1. Interpretation; Governing Law. This [Partial] Assignment shall be construed according to its fair meaning and as prepared by both parties hereto. This [Partial] Assignment shall be construed in accordance with and governed by the laws of the State of California. 5.2. Attorneys’ and Other Fees. In the event of any dispute between the parties hereto or institution of any action or proceeding to interpret or enforce the provisions of this [Partial] Assignment, or arising out of the subject matter of this [Partial] Assignment or the transaction contemplated hereby, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses incurred, including court costs and reasonable attorney’s fees and expert witness fees. 5.3. Authority. Each of the parties hereto represents and warrants to the other that the person or persons executing this [Partial] Assignment on behalf of such party is or are authorized to execute and deliver this [Partial] Assignment and that this [Partial] Assignment shall be binding upon such party. 5.4. Further Assurances. Assignor and Assignee each agree to do such further acts and things and to execute and deliver such additional agreements and instruments as the other may reasonably request to consummate, evidence, confirm or more fully implement the agreements of the parties as contained herein. 5.5. Execution in Counterparts. This [Partial] Assignment may be executed in several counterparts, and all originals so executed shall constitute one agreement between the parties hereto. 5.6. Conflict. Nothing in this [Partial] Assignment is intended to modify or amend the respective obligations of Assignor and Assignee under the Purchase Agreement between Assignor and Assignee which gave rise to this [Partial] Assignment and, in the event of any conflict between this [Partial] Assignment and the Purchase Agreement, as between Assignor and Assignee the provisions of the Purchase Agreement shall supersede and control over this Partial Assignment. 5.7. Recordation. The parties hereby authorize this [Partial] Assignment to be recorded in the records of Riverside County upon the date hereof. 5.8. Successors and Assigns. This [Partial] Assignment shall be binding upon and inure to the benefit of the respective successors, assigns, personal representatives, heirs and legatees of Assignor and Assignee. 5.9. Notice. All notices to Assignee under the Development Agreement should be addressed as follows: 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 5 _____________________ _____________________ _____________________ _____________________ Attn: _____________________ With a copy to: _____________________ _____________________ _____________________ Attn: _____________________ [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 6 IN WITNESS WHEREOF, the parties hereto have executed this [Partial] Assignment as of the date set forth below its name below. “ASSIGNOR” _____________________, a _____________________ By: ___________________________________ Date: ___________________________________ By: ___________________________________ Date: ___________________________________ “ASSIGNEE” _____________________, a _____________________ By: ___________________________________ Date: ___________________________________ By: ___________________________________ Date: ___________________________________ 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 7 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 ) ) ss: COUNTY OF ) On ____________,20__ before me, _____________________________________________ (insert name and title of the officer), personally appeared , 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. WITNESS my hand and official seal. Signature: _______________________________________ [Seal] 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 8 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 ) ) ss: COUNTY OF ) On ____________,20__ before me, _____________________________________________ (insert name and title of the officer), personally appeared , 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. WITNESS my hand and official seal. Signature: _______________________________________ [Seal] 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 9 EXHIBIT “A” TO [PARTIAL] ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF THE ASSIGNOR LAND [TO BE INSERTED] 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 10 EXHIBIT “B” TO [PARTIAL] ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF THE PROPERTY [TO BE INSERTED] 916/031858-0003 15029240.1 a05/03/20 EXHIBIT G – Page 11 EXHIBIT “C” TO [PARTIAL] ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT RETAINED RIGHTS AND OBLIGATIONS [TO BE INSERTED] 916/031858-0003 15029240.1 a05/03/20 EXHIBIT H – Page 1 EXHIBIT H Off Site Improvements and Fair Share Fees 916/031858-0003 15029240.1 a05/03/20 EXHIBIT H – Page 2 916/031858-0003 15029240.1 a05/03/20 EXHIBIT H – Page 3 916/031858-0003 15029240.1 a05/03/20 EXHIBIT H – Page 4 916/031858-0003 15029240.1 a05/03/20 EXHIBIT H – Page 5 916/031858-0003 15029240.1 a05/03/20 EXHIBIT H – Page 6 916/031858-0003 15029240.1 a05/03/20 EXHIBIT H – Page 7 916/031858-0003 15029240.1 a05/03/20 EXHIBIT H – Page 8