2020/12/12 CIP Improvements Covenant of Improvement Requirements - PM No. 37379RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:
City of Menifee
29844 Haun Road
Menifee, CA92586
Community Development Department
DOC # 2020-0633945
1211412020 01:46 PM Fees: $0.00
Page 1 of 14
Recorded in Official Records
County of Riverside
Peter Aldana
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 Recordefs Use Only)
COVENANT OF IMPROVEMENT REQUIREMENTS
(PARCEL MAP NO. 373791
This COVENANT OF IMPROVEMENT REQUIREMENTS (PARCEL MAP NO. 37379)
("Agreement') is entered into as of utanur X ,2020, between (i) the ClTy 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
(jointly, collectively, and severally,'Owne/').
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
ParcelMap 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 Owneis future completion of the
improvements and dedications required by the Conditions of Approval.
t
DOC ff2020-0633945 Page 2 ot 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 O,vner hereby agree as follows:
l. ASSIGNMENT;AGREEMENT BINDING ON SUCCESSORS lN INTEREST
This Agreement may not be assigned by Orvner 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
sucoessors, 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 "lmprovements') in
the manner set forth in this Agreement.
B. City and Owner agree that Orvneds construction of the lmprovements may be deferred to the
nelit entitlement, described as Tentative Tract Map 37391 (the 'Traci Map'). Orner
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
lmprovements or provides adequate security for completing the lmprovements to Ci$, in a form
and content as authorized by the California Subdivision Map Act and County of Riverside
Ordinance No. 460, Article XVll, Section 17.1 (collectively, the "Governmental Subdivision
Requirements"), which has been incorporated by reference into the City of Menifee Municipal
Code.
C. The lmprovements shall be constructed according to a phasing plan for the development of
the Property, as determined in the Traffic lmpact Analysis and Specilic Plan, which phasing plan
is set forth in Exhibit B, attached hereto and incorporated herein by this reference. Each specific
lmprovement shall be constructed according to the timing set forth in the Conditions of Approval
and, with respect to the portions of the Propefi located west of Sherman Drive, the statutory
Development Agreement entered into between Owner and City and recorded concurrently
herewith in the Offtcial Records of the County of Riverside against such portions (the
"Development Agreement"). All of the costs of the lmprovements 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. lf Owner is obligated to pay a fair share of the cost of a
facility provided by others, Olrrner shall adhere to the amount to be paid and the time when
payment must be made as set forth in the Development Agreement.
2
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:
l. ASSIGNMENT; AGREEMENT BINDING ON SUCCESSORS lN 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 "lmprovements") in
the manner set forth in this Agreement.
B. City and Owner agree that Owner's construction of the lmprovements 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
lmprovements or provides adequate security for completing the lmprovements to City, in a form
and content as authorized by the California Subdivision Map Act and County of Riverside
Ordinance No. 460, Article XVll, Section 17.1 (collectively, the "Governmental Subdivision
Requirements"), which has been incorporated by reference into the City of Menifee Municipal
Code.
C. The lmprovements shall be constructed according to a phasing plan for the development of
the Property, as determined in the Traffic lmpact Analysis and Specific Plan, which phasing plan
is set forth in Exhibit B, attached hereto and incorporated herein by this reference. Each specific
lmprovement 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 lmprovements 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. lf 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.
2
I!I. PERFORMANCE OF THE WORK
Owner agrees to perform the work and make the payments required by City as set forth herein or
as modified by the City Council. Owner shall cause plans and specifications for the lmprovements
to be prepared by competent persons legally qualified to do the work and to submit said
improvement plans and specifications for approval prior to commencement of the work described
in the Conditions of Approval, and further to pay all applicable City inspection fees. All work
required hereunder shall be done in accordance with City standards in effect at the time complete
and final plans for the lmprovements are submitted for approval. Owner agrees to commence
and complete the work within the time specified in the Conditions of Approval and Development
Agreement and to notify City at least forty-eight (48) hours prior to start of any work.
IV. JOINT COOPERATIVE PLAN
Upon receipt of written request from City, Owner agrees to cooperate with City and other public
agencies to provide for completion of the lmprovements under a joint cooperative plan, including,
without limitation, the formation of a local improvements district, if such method is feasible to
secure the installation and construction of the lmprovements.
V. BONDS
Prior to approval of improvement plans by the City, Owner shall be required to execute and deliver
to City a faithful performance bond and a labor and materials bond in an amount and form
acceptable to City to be released by the City Council in whole or in part upon completion of the
work required and payment of all persons furnishing labor and materials in the performance of
the work. The requirements for said bonds shall be as set forth in a subsequent agreement to be
entered into between City and Owner in connection with City's approval of the Tract Map, or in
the conditions of approval for the Tract Map.
VI. INSURANCE
Prior to commencing any work for any of the lmprovements, including the retention of any
contractor to commence any such work, Owner shall provide prior written notification of said intent
to City, and City shall promptly provide to Owner City's insurance requirements, which shall
include policies of commercial general liability insurance, automobile liability insurance, and
worker's compensation and employer liability insurance.
VII. INDEMNITY
The Owner shall assume the defense and indemnity and save harmless the City, its officers,
agents, and employees, from every expense, liabili$ or payment by reason of injury "including
death" to persons or damage to property suffered through any act or omission, including
negligence, of the Owner, his employees, agents, contractors, subcontractors, or anyone directly
or indirectly employed by either of them, or arising in any way from this Agreement, including any
of the work called for by this Agreement, on any part of the Property, including those matters
arising out of the deferment of permanent drainage facilities or the adequacy, safety, use or
nonuse of temporary drainage facilities, the performance or nonperformance of the work. This
3
provision shall not be deemed to require Developer to indemnifo City against the liability for
damage arising from the sole negligence or willful misconduct of City or its agents, servants or
independent contractors who are directly responsible to City.
VIII. TERMINATION
This Agreement shall automatically terminate with respect to any portion of the Property at such
time as Owner and City enter into and record against such portion of the Property a
comprehensive subdivision improvement agreement or other similar agreement that complies
with the Governmental Subdivision Requirements and that requires Owner to post bonds to
secure Owner's obligation to construct the lmprovements required to be constructed on such
portion of the Property. City agrees to execute any termination document reasonably required by
a title company to evidence such termination.
!X. COUNTERPARTS. This Agreement may be executed in counterpart originals, which
taken together, shall constitute one and the same instrument.
[End - Signature pages follow]
4
lN WITNESS WHEREOF, the parties hereto have entered into this Agreement to be
effective as of the date first written above.
.CITY'
CITY OF MENIFEE, a California Municipal
Corporation
Dated tz-L 2020 By:
Print Name Z,
D AS TO FORM titte: r14fu t R
, LLP
ing, City
c,1 p
5
I
I
/
Dated: q / t
Dated.
2020
2020
,OWNER'
BLC FLEMING LLC,
a Delaware limited liability company
By: Bristol Land Company LLC,
a Delaware limited liability com
Its Authorized
By:
Print Name:
Title: Authorized Signatory and Agent
ztAt_ "uBy
Print Name: Noah Shih
Title: Authorized Signatory and Agent
THE FLEMING FAMILY LIMITED PARTNERSHIP,
a California limited partnership
By: Manager of F&N, LLC, General Partner
a California limited liability company
CBy:
Print Name: Fred J. Fleming
Title: Manager of F&N LLC
6
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 Califomia )
CountyofRirrerside L ? 5 A n 6 Etfo
On ool-lb->?2?before me,tta> e b AFP h^.
^,
u\Ael .Ot 0ut'c.
insert name and title of the officer)
Notary Public, personally appeared FDE\ A.FLg f d 4
who proved to me on the basis of satisfactory evidence to be the person(p) whose name(p) is/g,re
subscribed to the within instrument and acknowledged to me that he/she#hey executed the same
in his/her/their authorized capacity(.ies.), and that by hislhe+ltheir signature(e) on the instrument
the personfi), or the entity upon behalf of which the personf) 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
NADTR AFRx'l
Notary Pubtic' Californlr
Los Angeles CountY
Commission i 2177811
l*y Comm. Erpirer Jan 23, 2021
zz
Signature
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,
accurac , or validi
State of California
County of Riverside
On before me,
(insert name and title of the officer)ili:?J":Ttl'J:"Jily#,i;1f3"*,.* '
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
)
)
8SZlOr r SS8-OOOr
15495795.1 a09/09/20
(Seal)
of that document.
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Orange
On September 9, 2020 before me, Niki Kristine Mattice, Notary Public, personally
appeared John R. Patterson and Noah Shih, who proved to me on the basis of satisfactory
evidence to be the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities, and that
by their signatures on the instrument the persons, or the entity upon behalf of which the
persons acted, executed the instrument.
I certifu under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
Witness my and official seal
)
)
)
SS
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1.-6rd*Yiw NIKI XRISTIXE fl,ATTICE
Notary Public. California
ora4e County
Commission t 2216973
tty Comm. Ergires Jun l.1, ZOZI
(Seal)
S N,
Kristine Mattice
C #:2246923
Commission expiration: June 21, 2022
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JO A11AOC1A AtNnOC lHt JO lCtJtO lHl Nl 'SdVW JO'JNSnlCNt '8t HenOAHt
SCHOOL DISTRICT, RECORDED SEPTEMBER 21, 2OO7 AS /IVSIRUMENT NO.2OO7-
0595062 OF OFFICIAL RECORDS;
THENCE ALONG SAID PROLONGATION AND SAID WESTERLY LINE OF SAID DEED,
SOUTH 00"21 '56' EAST A D/SIANCE OF 294.93 FEET TO THE NORIHEASTERLY
CORNER OF PARCEL'B' OF LOT LINE ADJUSTMENT NO. 14-004, RECORDED OCTOBER
14,2014 AS /NSIRUMENT NO. 2014-0389594 OF OFFICIAL RECORDS;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL'81 NORTH 89"01'OO" WEST A
DISTANCE OF 277,43 FEET TO NORTHWESTERLY CORNER OF SAID PARCEL'8" ALSO
BEING A POINT ON THE CENTERLINE OF SAID TRUMBLE ROAD;
THENCE ALONG SAID CENTERLINE OF TRUMBLE ROAD, NORTH OO'05'OO'WEST A
DISTANCE OF 297.34 FEET TO THE POINT OF BEGINNING.
APN: 333-030-021-5
PARCEL 5:
LOT 1451AS PER THE MAP OF ROMOLA FARMS NO. 14, IN THE CIW OF MENIFEE,
COUNTY OF R/YERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 16, PAGES 36
THROUGH 38, /NCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
sAtD couNw, ToGETHER W|TH THE WESTERLY 30.00 FEET OF LOT U (TRUMBLE
ROAD), LYTNG BETWEEN IOIS 1451 AND 1452, AS ABANDONED EyRESOIUT|ON
RECORDED FEBRUARY 19, 1963 AS /NSIRUMENT NO, 17312, IN BOOK 3326, PAGE 553
OF OFFICIAL RECORDS, WHICH WOULD PASS BY OPERATION OF LAW WITH THE
CONVEYANCE OF SAID LOT 1451.
APN: PORTION OF 333-020-022
PARCEL 6:
LOIS 1420 TO 1422, INCLUSIVE, ROMOLA FARMS TVO. 14, IN THE CIW OF MENIFEE,
COUNW OF R/YERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16,
PAGES 36, 37, AND 38 OF MAPS, IN THE OFFICE OF THE COUNW RECORDER OF SAID
COUNTY.
EXCEPT THEREFROM SAID IOIS 1420 TO 1422, INCLUSIVE, THAT PORTION CONVEYED
TO THE STATE OF CALIFORNIA BY DEED FROM WALTER H. ZEIDERS AND FRANCES E.
ZEIDERS, HUSBAND AND WIFE, FILED FOR RECORD JULY 30, 1951 IN BOOK 1290, PAGE
560 OF OFFICIAL RECORDS.
ALSO EXCEPTTHEREFROM SAID LOTS 1420 TO 1422, INCLUSIVE, THAT PORTION
CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED SEPTEMBER 8, 1965
AS /NSIRUMENT NO. 103446 OF OFFICIAL RECORDS, FOR ENCANTO DRIVE,
AISO EXCEPT THEREFROM LOT 1422, THAT PORTION CONVEYED TO THE COUNW OF
RIVERSIDE BY DEED RECORDED NOVEMBER 21, 1975 AS INSTRUMENTNO. 145612 OF
OFFICIAL RECORDS FOR WIDENING OF ENCANTO DRIVE.
4
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