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2010/09/07 Menifee Development, LLC Improvement and Credit / Reimbursement Agreement Transportation Uniform Mitigation Fee ProgramIMPROVEMENT AND CREDIT / REIMBURSEMENT AGREEMENT TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM This IMPROVEMENT AND CREDIT AGREEMENT ("Agreement") is entered into this day of , 20, by and between the City of Menifee, a California Municipal Corporation, and Menifee Development, LLC, a California Limited Liability Corporation, with its principal place of business at 255 Rincon Street, Suite 200 in Corona, CA 92879 ("Developer"). City and Developer are sometimes hereinafter referred to individually as "Party" and collectively as "Parties". RECITALS WHEREAS, Developer owns 212.3 acres of real property located within the City of Menifee, California, which is more specifically described in the legal description set forth in Exhibit "A", attached hereto and incorporated herein by this reference ("Property"); WHEREAS, Developer has requested from City certain entitlements and/or permits for the construction of improvements on the Property, which are more particularly described as 483 total dwelling units within Tract 34180, Tract 34180-2, Tract 34180-3 and Tract 34180-4, which include improvements to Briggs Road ("Project"); WHEREAS, the City is a member agency of the Western Riverside. Council of Governments (")VRCOG"), a joint powers agency comprised of the County of Riverside and 16 cities located in Western Riverside County. WRCOG is the administrator for the Transportation Uniform Mitigation Fee ("TUMF") Program; WHEREAS, as part of the TUMF Program, the City has adopted "Transportation Uniform Mitigation Fee Nexus Study: 2009 Update" ("2009 Nexus Study") WHEREAS, as a condition to City's approval of the Project, City has required Developer to construct certain street and transportation system improvement(s) of regional importance ("TUMF Improvements"); WHEREAS, pursuant to the TUMF Program, the City requires Developer to pay the TUMF which covers the - Developer's fair share of the costs to deliver those TUMF Improvements that help mitigate the Project's traffic impacts and burdens on the Regional System of Highways and Arterials (also known as the "TUMF Network"), generated by the Project and that are necessary to protect the safety, health and welfare of persons that travel to and from the Project using the TUMF Network; TUMF Agreement — TR 34180 Menifee Development, LLC WHEREAS, the TUMF Improvements have been designated as having Regional or Zonal Significance as further described in the 2009 Nexus Study and the 5 year Transportation Improvement Program as may be amended; WHEREAS, City and Developer now desire to enter into this Agreement for the following purposes: (1) to provide for the timely delivery of the TUMF Improvements, (2) to ensure that delivery of the TUMF Improvements is undertaken as if the TUMF Improvements were constructed under the direction and authority of the City, (3) to provide a means by which the Developer's costs for project delivery of the TUMF Improvements and related right-of-ways is offset against Developer's obligation to pay the applicable TUMF for the Project in accordance with the TUMF Administrative Plan adopted by WRCOG, and (4) to provide a means, subject to the separate approval of WRCOG, for Developer to be reimbursed to the extent the actual and authorized costs for the delivery of the TUMF Improvements exceeds Developer's TUMF obligation. NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, Developer and City hereby agree as follows: TERMS 1.0 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above and agree to the incorporation of the Recitals as though fully set forth herein. 2.0 Construction of TUMF Improvements. Developer shall construct or have constructed at its own cost, expense, and liability certain street and transportation system improvements generally described as construction of half -width improvements (two new lanes) and additional Right Of Way (ROW) improvements to Briggs Road, adjacent to TR 34180 from Grand Avenue south to Simpson Road, and as shown more specifically on the plans, profiles, and specifications which have been or will be prepared by or on behalf of Developer and approved by City, and which are incorporated herein by this reference ("TUMF Improvements"). Construction of the TUMF Improvements shall include any transitions and/or other incidental work deemed necessary for drainage or public safety. Developer shall be responsible for the replacement, relocation, or removal of any component of any existing public or private improvement in conflict with the oonstruction or installation of the TUMF Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of City and the owner of such improvement. Developer further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary to fully and adequately complete the TUMF Improvements. 2.1 Pre -approval of Plans and Specifications. Developer is prohibited from commencing work on any portion of the TUMF Improvements until all plans and specifications TUMF Agreement — TR 34180 Menifee Development, LLC for the TUMF Improvements have been submitted to and approved by City. Approval by City shall not relieve Developer from ensuring that all TUMF Improvements conform with all other requirements and standards set forth in this Agreement. 2.2 Permits and Notices. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the TUMF Improvements and performance of Developer's obligations under this Agreement. Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer. 2.3 Public Works Requirements. In order to insure that the TUMF Improvements will be constructed as if they had been constructed under the direction and supervision, or under the authority of, City, Developer shall comply with all of the following requirements with respect to the construction of the TUMF Improvements: (a) Developer shall obtain bids for the construction of the TUMF Improvements, in conformance with the standard procedures and requirements of City _ with respect to its public works projects, or in a manner which is approved by the Public Works Department. (b) The contract or contracts for the construction of the TUMF Improvements shall be awarded to the responsible bidder(s) submitting the lowest responsive bid(s) for the construction of the TUMF Improvements. (c) Developer shall require, and the specifications and bid and contract documents shall require, all such contractors to pay prevailing wages (in accordance with Articles 1 and 2 of Chapter 1, Part 7, Division 2 of the Labor Code) and to otherwise comply with applicable provisions of the Labor Code, the Government Code and the Public Contract Code relating to public works projects of cities/counties and as required by the procedures and standards of City with respect to the construction of its public works projects or as otherwise directed by the Public Works Department. (d) All such contractors shall be required to provide proof of insurance coverage throughout the term of the construction of the TUMF Improvements which they will construct in conformance with City's standard procedures and requirements. (e) Developer and all such contractors shall comply with such other requirements relating to the construction of the TUMF Improvements which City may impose by written notification delivered to Developer and each such contractor at any time, either prior to the receipt of bids by Developer for the construction of the TUMF Improvements, or, to the TUMF Agreement — TR 34180 Menifee Development, LLC extent required as a result of changes in applicable laws, during the progress of construction thereof. Owner shall provide proof to City, at such intervals and in such form as City _ may require, that the foregoing requirements have been satisfied as to the TUMF Improvements. 2.4 Quality of Work, Compliance With Laws and Codes. The construction plans and specifications for the TUMF Improvements shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements. The TUMF Improvements shall be completed in accordance with all approved maps, plans, specifications, standard drawings, and special amendments thereto on file with City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements applicable at the time work is actually commenced. 2.5 Standard of Performance. Developer and its contractors, if any, shall perform all work required, constructing the TUMF Improvements in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement. 2.6 Alterations to TUMF Improvements. All work shall be done and the TUMF Improvements completed as shown on approved plans and specifications, and any subse- quent alterations thereto. If during the course of construction and installation it is determined that the public interest requires alterations in the TUMF Improvements, Developer shall undertake such design and construction changes as may be reasonably required by City. Any and all alterations in the plans and specifications and the TUMF Improvements to be completed may be accomplished without first giving prior notice thereof to Developer's surety for this Agreement. 3.0 Maintenance of TUMF Improvements. City shall not be responsible or liable for the maintenance or care of the TUMF Improvements until City approves and accepts them. City shall exercise no control over the TUMF Improvements until accepted. Any use by any person of the TUMF Improvements, or any portion thereof, shall be at the sole and exclusive risk of Developer at all times prior to City's acceptance of the TUMF Improvements. Developer shall maintain all of the TUMF Improvements in a state of good repair until they are completed by Developer and approved and accepted by City, and until the security for the performance of this Agreement is released. It shall be Developer's responsibility to initiate all maintenance work, TUMF Agreement — TR 34180 Menifee Development, LLC but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by City. If Developer fails to properly prosecute its maintenance obligation under this section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Developer and its surety under this Agreement. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the TUMF Improvements or their condition prior to acceptance. 4.0 Fees and Charges. Developer shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of the construction of the TUMF Improvements, including, but not limited to, all plan check, design review, engineering, inspection, sewer treatment connection fees, and other service or impact fees established by City. 5.0 City/County Inspection of TUMF Improvements. Developer shall, at its sole cost, expense, and liability, and at all times during construction of the TUMF Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the TUMF Improvements and areas where construction of the TUNff Improvements is occurring or will occur. 6.0 Liens. Upon the expiration of the time for the recording of claims of liens as prescribed by Sections 3115 and 3116 of the Civil Code with respect to the TUMF Improvements, Developer shall provide to City such evidence or proof as City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment to the construction of the TUMF Improvements, have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. Rather than await the expiration of the said time for the recording of claims of liens, Developer may elect to provide to City a title insurance policy or other security acceptable to City guaranteeing that no such claims of liens will be recorded or become a lien upon any of the Property. 7.0 Acceptance of TUMF Improvements, As -Built or Record Drawings. If the TUMF Improvements are properly completed by Developer and approved by City, and if they comply with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements, City shall be authorized to accept the TUMF Improvements. City may, in its sole and absolute discretion, accept fully completed portions of the TUMF Improvements prior to such time as all of the TUMF Improvements are complete, which shall not release or modify Developer's obligation to complete the remainder of the TUMF Improvements. Upon the total or partial acceptance of the TUMF Improvements by City, Developer shall file with the Recorder's Office of the County of Riverside a notice of completion for the accepted TUMF Improvements in accordance with California Civil Code section 3093 ("Notice of Completion"), at which time the accepted TUMF Improvements shall become the sole and exclusive property of City without any payment therefore. Notwithstanding the foregoing, City may not accept any TUW Improvements unless and until Developer provides one (1) set of "as -built" or record drawings or plans to the City for all such TUMF TUMF Agreement — TR 34180 Menifee Development, LLC Improvements. The drawings shall be certified and shall reflect the condition of the TUMF' Improvements as constructed, with all changes incorporated therein. 8.0 Warranty and Guarantee. Developer hereby warrants and guarantees all the TUMF Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of the TUMF Improvements, for a period of one (1) year following completion of the work and acceptance by City("Warranty"). During the Warranty, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the TUMF Improvements, in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of City, and to the approval of City. All repairs, replacements, or reconstruction during the Warranty shall be at the sole cost, expense, and liability of Developer and its surety. As to any TUMF Improvements which have been repaired, replaced, or reconstructed during the Warranty, Developer and its surety hereby agree to extend the Warranty for an additional one (1) year period following City's acceptance of the repaired, replaced, or reconstructed TUMF Improvements. Nothing herein shall relieve Developer from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any TUMF Improvement following expiration of the Warranty or any extension thereof. Developer's warranty obligation under this section shall survive the expiration or termination of this Agreement. 9.0 Administrative Costs. If Developer fails to construct and install all or any part of the TUMF Improvements, or if Developer fails to comply with any other obligation contained herein, Developer and its surety shall be jointly and severally liable to City for all administrative expenses, fees, and costs, including reasonable attorney's fees and costs, incurred in obtaining compliance with this Agreement or in processing any legal action or for any other remedies permitted by law. 10.0 Default; Notice; Remedies. 10.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City may at any time thereafter declare Developer to be in default or violation of this Agreement and make written demand upon Developer or its surety, or both, to immediately remedy the default or violation ("Notice"). Developer shall substantially commence the work required to remedy the default or violation within five (5) days of the Notice. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the Notice verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof. Immediately upon City's issuance of the Notice, Developer and its surety shall be liable to City for all costs of construction and installation of the TUMF Improvements and all other administrative costs expenses as provided for in this Section 10.0 of this Agreement. TUMF Agreement — TR 34180 Menifee Development, LLC 10.2 Failure to Remedy; Ci1y/Counly Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a completion acceptable to City within the time frame contained in the Notice, City may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its sole and absolute discretion it believes is required to remedy the default or violation. All such work or remedial activity shall be at the sole and absolute cost, expense, and liability of Developer and its surety, without the necessity of giving any further notice to Developer or surety. City's right to take such actions shall in no way be limited by the fact that Developer or its surety may have constructed any of the TLTMF Improvements at the time of City's demand for performance. In the event City elects to complete or arrange for completion of the remaining work and the TUMF Improvements, City may require all work by Developer or its surety to cease in order to allow adequate coordination by City. 10.3 Other Remedies. No action by City pursuant to this Section 10.0 et seq. of this Agreement shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise it rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance. 11.0 Security; Surety Bonds. Prior to the commencement of any work on the TUNE Improvements, Developer or its contractor shall provide City with surety bonds in the amounts and under the terms set forth below ("Security"). The amount of the Security shall be based on the estimated actual costs to construct the TUMF Improvements, as determined by City after Developer has awarded a contract for construction of the TUMF Improvements to the lowest responsive and responsible bidder in accordance with this Agreement ("Estimated Costs"). If City determines, in its sole and absolute discretion, that the Estimated Costs have changed, Developer or its contractor shall adjust the Security in the amount requested by City. Developer's compliance with this Section 11.0 et seq. of this Agreement shall in no way limit or modify Developer's indemnification obligation provided in Section 12.0 of this Agreement. 11.1 Performance Bond. To guarantee the faithful performance of the TUMF Improvements and all the provisions of this Agreement, to protect City if Developer is in default as set forth in Section 10.0 et M. of this Agreement, and to secure the one-year guarantee and warranty of the TUMF Improvements, Developer or its contractor shall provide City a faithful performance bond in an amount which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The City may, in its sole and absolute discretion, partially release a portion or portions of the security provided under this section as the TUMF Improvements are accepted by City, provided that Developer is not in default on any provision of this Agreement and the total remaining security is not less than ten percent (10%) of the Estimated Costs. All security provided under this section shall be released at the end of the Warranty period, or any extension TUMF Agreement — TR 34180 Menifee Development, LLC thereof as provided in Section 11.0 of this Agreement, provided that Developer is not in default on any provision of this Agreement. 11.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, materialmen, and other persons furnishing labor, materials, or equipment for performance of the TUMF Improvements and this Agreement, Developer or its contractor shall provide City a labor and materials bond in an amount which sum shall not be less than one hundred percent (100%) of the Estimated Costs. The security provided under this section may be released by written authorization of City after six (6) months from the date City accepts the TUMF Improvements. The amount of such security shall be reduced by the total of all stop notice or mechanic's lien claims of which City is aware, plus an amount equal to twenty percent (20%) of such claims for reimbursement of City's anticipated administrative and legal expenses arising out of such claims. 11.3 Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best rating of at least "A" and FSC-VIII, shall be licensed to do business in California, and shall be satisfactory to City. As part of the obligation secured by the Security and in addition to the face amount of the Security, Developer, its contractor or the surety shall secure the costs and reasonable expenses and fees, including reasonable attorney's fees and costs, incurred by City in enforcing the obligations of this Agreement. Developer, its contractor and the surety shall stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the TUMF Improvements, or the plans and specifications for the TUMF Improvements shall in any way affect its obligation on the Security. 11.4 Evidence and Incorporation of Security. Evidence of the Security shall be provided on the forms set forth in Exhibit `B", unless other forms are deemed acceptable by the City, and when such forms are completed to the satisfaction of City, the forms and evidence of the Security shall be attached hereto as Exhibit `B" and incorporated herein by this reference. 12.0 Indemnification. Developer shall defend, indemnify, and hold harmless City, its elected officials, employees, and agents from any and all actual or alleged claims, demands, causes of action, liability, loss, damage, or injury to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state, or local governmental agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of Developer, its employees, contractors, or agents in connection with the performance of this Agreement ("Claims"). This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys fees, and related costs or expenses, and the reimbursement of City, its elected officials, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any Claim which is caused solely and exclusively by the negligence or willful misconduct of City as determined by a court or administrative body of competent jurisdiction. Developer's obligation to indemnify shall survive the expiration or termination of this TUMF Agreement — TR 34180 Menifee Development, LLC Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, employees, or agents. 13.0 Insurance. 13.1 Types; Amounts. Developer shall procure and maintain, and shall require its contractors to procure and maintain, during performance of this Agreement, insurance of the types and in the amounts described below ("Required Insurance"). If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than two times the specified occurrence limit. 13.1.1 General Liability. Occurrence version general liability insurance, or equivalent form, with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage. 13.1.2 Business Automobile Liability. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any auto owned, leased, hired, or borrowed by the insured or for which the insured is responsible. 13.1.3 Workers' Compensation. Workers' compensation insurance with limits as required by the Labor Code of the State of California and employers' liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, at all times during which insured retains employees. 13.1.4 Professional Liability. For any consultant or other professional who will engineer or design the TUMF Improvements, liability insurance for errors and omissions with limits not less than Two Million Dollars ($2,000,000) per occurrence, shall be procured and maintained for a period of five (5) years following completion of the TUMF Improvements. Such insurance shall be endorsed to include contractual liability. 13.2 Deductibles. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City, its elected officials, officers, employees, agents, and volunteers; or (b) Developer and its contractors shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses. 13.3 Additional Insured; Separation of Insureds. The Required Insurance, except for the professional liability and workers' compensation insurance, shall name City, its elected officials, officers, employees, and agents as additional insureds with respect to work TUMF Agreement — TR 34180 Menifee Development, LLC performed by or on behalf of Developer or its contractors, including any materials, parts, or equipment furnished in connection therewith. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, or agents. 13.4 Primary Insurance, Waiver of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, or agents. The policy required for workers' compensation insurance shall provide that the insurance company waives all right of recovery by way of subrogation against City in connection with any damage or harm covered by such policy. 13.5 Certificates; Verification. Developer and its contractors shall furnish City with original certificates of insurance and endorsements effecting coverage for the Required Insurance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 13.6 Term; Cancellation Notice. Developer and its contractors shall maintain the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or endorsement which will expire prior to that date. All policies shall be endorsed to provide that the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except on thirty (30) days' prior written notice to City. 13.7 Insurer Rating. Unless approved in writing by City, all Required Insurance shall be placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least "A" and FSC-VIII. 14.0 TUMF Credit. 14.1 Developer's TUMF Obligation. Developer hereby agrees and accepts that as of the date of this Agreement, the amount Developer is obligated to pay to City _ pursuant to the City as part of the TUMF Program is Three Million Nine Hundred Fourteen Thousand One Hundred Ninety Dollars ($3,914,190) ("TUMF Obligation"). This TUMF Obligation shall be initially determined under the nexus study and fee schedule in effect for the ("City") at the time the Developer submits a building permit application for the TUMF Improvement. Notwithstanding, this TUMF Obligation does not have to be paid until the Certificate of Occupancy is obtained. 14.2 Limited Period of Adjustment. For those participating jurisdictions in WRCOG that have adopted the Addendum to the 2009 Nexus Study, the Developer may still TUMF Agreement — TR 34180 Menifee Development, LLC qualify for a pro-rata adjustment of its Maximum TUMF Share if existing or future phases of the TUMF Improvement are completed under a different nexus study and the Developer pays the full TUMF Obligation required under the 2009 Nexus Study. A Developer may also request to pay the full TUMF Obligation under the 2009 Nexus Study if TUMF Improvements started under the Addendum will be completed under a different nexus study. To make either request, the Developer must submit its Amendment No. 1 to this Agreement ("Amendment") attached as Exhibit "G" before WRCOG adopts the following year's Construction Cost Index in February. If the Developer fails to submit an Amendment before February of the following year, the TUMF Obligation as would be otherwise calculated under the Addendum shall remain in effect. 14.3 Fee Adjustments. Notwithstanding the foregoing, Developer agrees that this Agreement shall not estop City from adjusting the TUMF in accordance with the provisions of the City Resolution. If Section 14.2 is not applicable, Developer agrees and acknowledges that Developer's final TUMF Obligation for the Project shall be calculated when the building permit application is submitted and in accordance with the provisions of the City Resolution in effect at such time. 14.4 Credit Offset Against TUMF Obligation. Pursuant to the City Resolution and in consideration for Developer's obligation under this Agreement for the delivery of TUMF Improvements, credit shall be applied by City to offset the TUMF Obligation ("Credit") subject to adjustment and reconciliation under Section 14.2 and 14.6 of this agreement. Developer hereby agrees that the amount of the Credit shall be applied after Developer has initiated the process of project delivery of TUMF Improvements to the lowest responsible bidder in accordance with this Agreement. Developer further agrees that the dollar amount of the Credit shall be equal to the lesser of (A) the bid amount set forth in the contract awarded to the lowest responsible bidder, or (B) the unit cost assumptions for the TUMF Improvement in effect at the time of the contract award, as such assumptions are identified and determined in the 2009 Nexus Study and the TUMF Administrative Plan adopted by WRCOG ("Unit Cost Assumptions"). The bid amount and the Unit Cost Assumptions shall hereafter be collectively referred to as "Estimated Cost". At no time will the Credit exceed the Developer's TUMF Obligation. If the dollar amount of the Estimated Cost exceeds the dollar amount of the TUMF Obligation, Developer will be deemed to have completely satisfied its TUMF Obligation for the Project and may apply for a reimbursement agreement, to the extent applicable, as provided in Section 14.5 of this Agreement. If the dollar amount of the Estimated Cost is less than the dollar amount of the TUMF Obligation, the Developer agrees the Credit shall be applied to offset the TUMF Obligation as follows: (1) For residential units in the Project, the Credit shall be applied to all residential units to offset and/or satisfy the TUMF Obligation. The residential units for which the TUMF Obligation has been offset and/or satisfied by use of the Credit, and the amount of TUMF Agreement — TR 34180 Menifee Development, LLC offset applicable to each unit, shall be identified in the notice provided to the Developer by City pursuant to this section. (2) For commercial and industrial structures in the Project, the Credit shall be applied to all commercial and industrial development to offset and/or satisfy the TUMF Obligation. The commercial or industrial structure(s) for which the TUMF Obligation has been offset and/or satisfied by use of the Credit, and the amount of offset applicable to such structure(s), shall be identified in the notice provided to the Developer by City _ pursuant to this section. City shall provide Developer written notice of the determinations that City _ makes pursuant to this section, including how the Credit is applied to offset the TUMF Obligation as described above. City's initial determinations pursuant to this section are set forth in attached Exhibit "H". 14.5 Verified Cost of the TUMF Improvements. Upon recordation of the Notice of Completion for the TUMF Improvements and acceptance of the TUMF Improvements by City, Developer shall submit to the City Public Works Director the information set forth in the attached Exhibit "C". The City Public Works Director, or his or her designee, shall use the information provided by Developer to calculate the total actual costs incurred by Developer in delivering the TUMF Improvements covered under this Agreement ("Verified Costs"). The City Public Works Director will use his or her best efforts to determine the amount of the Verified Costs and provide Developer written notice thereof within thirty (30) calendar days of receipt of all the required information from Developer. 14.6 Reconciliation; Final Credit Offset Against TUMF Obligation. The Developer is aware and accepts the fact that Credits are speculative and conceptual in nature. The actual amount of Credit that shall be applied by City to offset the TUMF Obligation shall be equal to the lesser of. (A) the Verified Costs or (B) Unit Cost Assumptions for the TUMF Improvements as determined in accordance with Section 14.4 of this Agreement ("Actual Credit"). No Actual Credit will be awarded until the Verified Costs are determined through the reconciliation process. Please be advised that while a Developer may use an engineer's estimates in order to estimate Credits for project planning purposes, the Actual Credit awarded will only be determined by the reconciliation process. (a) TUMF Balance. If the dollar amount of the Actual Credit is less than the dollar amount of the TUMF Obligation ("TUMF Balance"), the City Public Works Director shall provide written notice to Developer of the amount of the TUMF Balance and Developer shall pay the TUMF Balance in accordance with the City determination to fully satisfy the TUMF Obligation (see Exhibit "F" - Example "A"). TUMF Agreement — TR 34180 Menifee Development, LLC (b) TUMF Reimbursement. If the dollar amount of the Actual Credit exceeds the TUMF Obligation, Developer will be deemed to have fully satisfied the TUMF Obligation for the Project and may apply for a reimbursement agreement, to the extent applicable, as provided in Section 14.7 of this Agreement. City shall provide Developer written notice of the determinations that City makes pursuant to this section (see Exhibit "F" - Example `B"). (c) TUMF Overpay If the dollar amount of the Actual Credit exceeds the Estimated Cost, but is less than the TUMF Obligation, but the Actual Credit plus additional monies collected by City from Developer for the TUMF Obligation exceed the TUMF Obligation ("TUMF Overpayment"), Developer will be deemed to have fully satisfied the TUMF Obligation for the Project and may be entitled to a refund. The City Public Works Director shall provide written notice to WRCOG and the Developer of the amount of the TUMF Overpayment and WRCOG shall refund the Developer in accordance with the City determination (see Exhibit "F" - Example C). 14.7 Reimbursement Agreement. If authorized under either Section 14.4 or Section 14.6, Developer may apply to City and WRCOG for a reimbursement agreement for the amount by which the Actual Credit exceeds the TUMF Obligation, as determined pursuant to Section 14.4 of this Agreement, the City and the TUMF Administrative Plan adopted by WRCOG ("Reimbursement Agreement"). If City and WRCOG agree to a Reimbursement Agreement with Developer, the Reimbursement Agreement shall be executed on the form set forth in Exhibit "D," and shall contain the terms and conditions set forth therein. The Parties agree that the Reimbursement Agreement shall be subject to all terms and conditions of this Agreement, and that upon execution, an executed copy of the Reimbursement Agreement shall be attached hereto and shall be incorporated herein as a material part of this Agreement as though fully set forth herein. 15.0 Miscellaneous. 15.1 Assi nment. Developer may assign all or a portion of its rights pursuant to this Agreement to a purchaser of a portion or portions of the Property ("Assignment"). Developer and such purchaser and assignee ("Assignee") shall provide to City such reasonable proof as it may require that Assignee is the purchaser of such portions of the Property. Any assignment pursuant to this section shall not be effective unless and until Developer and Assignee have executed an assignment agreement with City in a form reasonably acceptable to City, whereby Developer and Assignee agree, except as may be otherwise specifically provided therein, to the following: (1) that Assignee shall receive all or a portion of Developer's rights pursuant to this Agreement, including such credit as is determined to be applicable to the portion of the Property purchased by Assignee pursuant to Section 14.0 et seq. of this Agreement, and (2) that Assignee shall be bound by all applicable provisions of this Agreement. TUMF Agreement — TR 34180 Menifee Development, LLC 15.2 Relationship Between the Parties. The Parties hereby mutually agree that this Agreement shall not operate to create the relationship of partnership, joint venture, or agency between City and Developer. Developer's contractors are exclusively and solely under the control and dominion of Developer. Nothing herein shall be deemed to make Developer or its contractors an agent or contractor of City. 15.3 Warranty as to Property Ownership; Authority to Enter Agreement. Developer hereby warrants that it owns fee title to the Property and that it has the legal capacity to enter into this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority make this Agreement and bind each respective Party. 15.4 Prohibited Interests. Developer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Developer, to solicit or secure this Agreement. Developer also warrants that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Developer, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon the making of this Agreement. For breach of this warranty, City shall have the right to rescind this Agreement without liability. 15.5 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice: To City of Menifee: City OF Menifee 29714 Haun Road Menifee, CA 92586 Attn: Steve Harding City Manager Phone No. (951)-672-6777 Fax No. (951) 679-3843 To Developer: Menifee Development, LLC Standard Pacific Corporation Attn: Michael White 255 Rincon Street, Suite 200 Corona, CA 92879 Phone No. (951) 372-8500 Fax No. (951) 372-8510 TUMF Agreement — TR 34180 Menifee Development, LLC Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail. 15.6 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement. 15.7 Construction; References, Captions. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to Developer include all personnel, employees, agents, and contractors of Developer, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 15.8 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 15.9 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise. 15.10 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation. 15.11 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 15.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 15.13 Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the TUMF Agreement — TR 34180 Menifee Development, LLC Parties' activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of Riverside, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394. 15.14 Time is of the Essence. Time is of the essence in this Agreement, and the Parties agree to execute all documents and proceed with due diligence to complete all covenants and conditions. 15.15 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. 15.16 Entire Agreement. This Agreement contains the entire agreement between City and Developer and supersedes any prior oral or written statements or agreements between City and Developer. [SIGNATURES OF PARTIES ON NEXT PAGE] TUMF Agreement — TR 34180 Menifee Development, LLC IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written. 11 DEVELOPER: MENIFEE DEVELOPMENT, LLC i By: Michael . White �Avthotized-R Its: ATTEST: LIM Its: CITY OF MENIFEE: i By: �4 � P Afc", 'tea Wallace W. Edgerton, Mayor 0-- By: 4 �/ StevAlardin ity Manager ATTEST: By: i' �: ' ; j Kathy Bennett, City Clerk TUMF Agreement — TR 34180 Menifee Development, LLC CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Riverside On September 7, 2010 before me, Sarah McPherson Notary Public personally appeared Michael J. White 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 law of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal.. Signature Arp t�, 4U( C) Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed By Signer Signer's Name: Individual Corporate Officef -- Title(s) Partner-- Limited, General Attorney -in -Fact Trustee Guardian or Conservator Other: Authorized Representative Signer Is Representing: Standard Pacific Corp. SARAH MCPHERSGti a Commission # 182ub32 i Notary Public - Caotornia Z Riverside Counts- > My Comm. Expires Nov � - ''p12 Number of Pages: EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY [ATTACHED BEHIND THIS PAGE] TUMF Agreement — TR 34180 Menifee Development, LLC LEGEND: IIIIINOW = 5-MILE RADIUS _ =SITE Heritage Lake County of Riverside, CA (JN- 05315:002.dwg) VICINITY IWAP URBAN CRO55ROAO5 LEGAL. DESCRIPTION TRACT NO.34180 TRACT NO. 34180, IN, THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP TI3EREOF FILED IN BOOK 429, PAGES 72 THROUGH 79, INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY. PREPARED UNDER THE SUPERVISION OF: 4�5\��Ra LL s � Quo S'P� FF� Fro A /s * PL34038 EVIRE3: WIC WAITER A. SHEEK, P.L.S. 4838�— EXPIRES 9-30-2010 sr�rs OF cnG1e Page 1 of 1 GA725\241L.6GALS\tj- 34180-F.doe I q up COI � Hilda six . seaxi. a a TFE "CORPOM M 7E%6 W OF PC COUNIY cF 6A61ISBE SOOE OF CAURAI ! 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DESCRIPTION TRACT NO, 34180-3 TRACT NO. 34180-3, IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP THEREOF FILED IN BOOK 429, PAGES 53 THROUGH 60, INCLUSIVE, OF MAPS, RECORDS OF SAID COUNTY. PREPARED UNDER THE SUPERVISION OF: CO All LANp SG R A. EXPIRES:M1Q WALTER A. SHEEK, P.L.S. 4838 EXPIRES 9-30-2010 sTgTF OF CALIFo�`�\P Page 1 of 1 GA72M4\LEGALS\tr 34180-3.doe �L4 IN 7H£ UNINCORPORATED TERM7ORY, COUNTY OF RIVERSIDE, STA7E OF CAUM MA SWEET 7 O'F'8 57IEE75 TRACT fo. 34180-3 RERsnA��HYT PIED PAS Y of NDDe BMW A S/A3 WSM OF A PAPIIGW O' IW NOPlHiAST 114 LF SECIIOV 2$ � AT 9 AV 1�., A IONVS:W 5 SVRP(, RANGE 3 REST. SIN BERIUR[DVO AERDUN ACCORJG 70 71E AT TE CIERK OF THE 6DARa LwFIpAL PUT IHFltELK Na DL�R-Oasut<n1 1 HIE N J3 DDUGYAS a9W AND ASS" 1E5 tARRr Y NNRD DOIXXNIS W. BDM R.GE 28M ASSESSOR - COLNTY aDN - REWAVER NOKIWZ 2M BY 4.CX i i e AEH'/lY S.WH" aMRAN1EE EN091R'S STAMENT PAL TY NA7XM 71W COAPANY OWYERS STAYEAdW E hERMY SMIE PLAT E ARE DE OWES OF BE LAND NaLVED RM DE & MASCN 2MIW IffLEa1C� MATE ARE VE OV.Y PERSON6 fMD6E CaiLSEI/f 15 AEOISARY 70 PASS A aFAR DTZ_; 70 SAD LAND VUT E LaVS7NT 70 IEYMNt' AAD IP£CGSLING E DAS AAVINS N AUP AS 91OW WIAW VE O67A LOTS 'A' 7M!ME E/ER( LI OAYAlF la PLHD USE FIR SDEET AND ROW ULIff P1RPoS5 LDIS '1' 77NOIA7I '6; IVaUSM1£ E NIMBYDEDFC47E A611TEm RTGHIS LF AaFSS ALM HE767ALE LAW DM SIP97V ROAD AND LAI DONGIR ROAD 70 DE PL&C DE OWERT O- LOIS X TMO MN 59, IAQImt£ s Los 66 " 74 24 77 E 76 AAUTWO RESE NUMYS AND DIAW SLAT/ ME ELL HAW; NO —w lI F7AC4 6j EOX•PT 7E GENERAL ELSEleff E ?RAI L. 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IN THE UNINCORPOR470 7ERRI70RY, COUNTY OI- RIVERSIDE; STA7E LF CALIFORNIA SHEET 5 OF B SHEETS TRACT No. 34180-3 BE NG A SBBMSW X A POIRn OF BE NOMiBffAST f/4 OF S C710N 2$ CL 70NNSIlP 5 SOUN,, RANGE 3 NEST, SAN BRVARDMO METdgIAN ACCOMAWG 70 71E o OFFICIAL PLAT 7HEREOI. v DOUGLlS BENDER AND ASSOM MS GRAPHIC SCALE DMAS N�� ODORRaE �4 100 D 1? 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BENDER R.GE. 28446 NOWWBER, 2006 fth 50 r �d, —so rti fferartea�snosx utaeneots iweerreoa� .[$ ff�xwm.va nsnna fh� IN THE UNINCORPORA7ED 7ERRl77 Ry, COUNTY OF RIVERSIDE; STA7E OF CAUFORNIA SHEET 7 OF 8 57•EETS TRACT No. 34180-3 BONG A SUB0161 W OF A PpR7XA1r OF 71E NORD Sr 114 OF SEG770N 25,, 70aNSN� 5 SWR6 RANGE J NEST, SAN RMAR M AERIDUN ACCQ4INNG 70 7HE o GRAPHIC SCALE PLAT V sa o zs 50 110 m DOUGLAS BENDER AND ASSOA'A 7ES r ry DOU LAS 19 BENDER RCE 28M j� NOKUBM 2OX IN FEIL-7) IIWII 1 indr =50 ft "-,m //erBYl®r5AO1S K �� »� 6 mm R,Nece { 77 OS ` 65 r tt1 o-�.au7 66 >: � xi3� 64 7, s y 4a 49 2 s _ S � � 63 8 67 >a 51 sav "ww p 62 $ 66 11 IL mom j I r ��rT DRY CREEK DRIVE" x 52 >, 6t 8 I 69 Isar u 12 --- is xw 1>z r Miff sum' aI07TId $ 60 @ I 70 tp 149 11 IW to ' Z I W W / WI� g 54 �� 59 U 71 m 10 �IS re /m CIO I W I Q 55 58 72 � rmw m IO A-MAr WEIVE n 5 9 WUr I t it atm' S I B 56 57 seT Ixr �s I 73 k IeaT �j -- IE �§Xuar--7r---.," 17 a k '� I 2" ArXW I-I . 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PREPARED UNDER THE SUPERVISION OF: AL LAND k4'y �4E� A. * P1,44835 /o1P EXPIRES: MIQ WALTER A. SHEEK, P.L.S. 4838 EXPIRES 9-30-20:10 sT9TF OF CALtFo�N\P Page 1 of I 0A725\24\LEQALS\tr 34180-4.doo IN 7HE UNINMWORA ZED TERRITORY, COUNTY OF RRiY NWE; STA7E OF CAUFARNiA SHEET 1 OF It SHEETS TRACT No. 34180-4 fECORAERYS=AAMWLXT SEW A S MIWSW OF A PLRWN LE 71 E NORMEAST 114 OF SFC17 W A 70M P 5 SMU,, RAN[,- 3 NEST, SAN BMARDlNO MERUW ACCLM M 70 THE amAt PLAT mwcF. DOU(7YAS MVDER AND ASWN TES DOU" W BOYOiER RCE 28946 NOtEAIBft 2006 OM MM.'S STATSENT ME NERWY S7A7E 7HAT ME ARE AE OM M OF RE LAND AYMLI ED NUMB RE SBOWSLYV SHOW NEREdi RNT NE ARE 7FE OILY PfR9]RS MNOSE CON@117T 6 NETETSIRY m PASS A CLEAR RU ro SND tAAP, iNAr NE CO56BYT ro AEYAIOD AAD IEA'N®IMG OF iMs StWW OR MAP AS SOW WPM RE OY7RCBIE BOeOR L4E . 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( FMEUTY M70M AHE CaWANY 7MS MAP MS PREPARED BY 1E OR MOM MY DMECAOR A7D 6 BASED LFON A FEED SRWY N CaWOR LA ICE MIN 71E RECVM'MW9V?S OF 7NE SRCYWSION MAP ACT APO LOCAL OROTVAIVL'E AT ME REOEST 01 STANDARD PACFlC HOME; ON NOMLME7L 200M: I M7EBY SLUE DNr ALL MOAMEW6 ARE OF AE OYARAC7ER AND OCCUPY DE PO9R06 AOCATED OR DIRT REY MLL M SET N ACCORVANNE MIN RE MW OF RE MOKMVVT ACIPff W FOR DE MAP AND THAT RE MONMENA ARE; OR NNL K 91FRCE71r m RMBLE RE SURVEY ro BE REMCM AND THAT 7HS FNAL MAP SUBS TANTMLLY cbNMtva6 70AE CYD/7IOVALLY APPROVED 7EMADV£ YAP ENS SURVEY 6 IXX AM COMWE7ED AS SHOWL DATE-- z/2_6/�40 _ A DOVaAS M oDwwt RCE 2&W r � MY MUSM R W GFOWS MARCH 3L 2001 m COUNTY SURYEYO-R 5 STATEMENT DNS MAP aWGRMS TO RE MMEWIM; OF RE &MMSOR MAP ACT AND LOCAL CRONAACE3 I MMY STATE 7NAT 7MS MAP HAS BEEN M09D BY M' OR &DER MY 9PERi19OR AND fMW 70 BE S,BSTMWLLY AE SALE AS IT APPEARED ON 7W 7ENTAME MAP O TRACT Ma MSO AS RM AM7= AND APPROVED BY RE BDA7D OF SIA-ERMORS ON MOMEER 21, 200a 77E EaPLPA7KN RC A'O P 21, 20a9 AND MAT I AM SAMM ADS MAP 6 7BO'IACAUY COWVr l DA>Ea —z2- ARIM7 It COLWTY SNRWYOP LS 4994 OR 72-X-09 TzaT-0MH, L� c NP �N9 ram. 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BENDfl4 XCE 28946 O AVW BD? 2DO6 FErr i i=n - ZW n BOUNDARY CONTROL MAP Fj l MER%. ssffT I O' n Rn 9/UMMAM AVOWxE"AV=ADRq WARM aAWEVAg. 9E 9QT J Rl! &7lLLiPT LGYBl21 W. S SW7I fW IWW.. PARCEL MAP NO. 21187 PMB 13613-4 it .MEET J OF 11 SHEE75 I P1wurE RaAo 74 w 1 DOME MCCALL PA91 AYENUE SWPSON RaW .SITE AffMpWT ROAD VICINITY MAP NOT ro seAc IN THE UNINCORPORA7ED TERRITORY, COUNTY OF RILER?W& STATE OF CALIFORNIA TRACT No. 34180-4 BEING A SUBt OSM OF A PORTION CF THE NCRDIEAST 114 OF SECIM z% IVWVSMP 5 SOV/R( RANGE 3 NEST, SAN BERNA:A AIERIDUN ACI OAM 70 71E 977a L PLAT WaMF. DOWAS BENDER AND ASS09A TES DOMW W. BENDER R.GE 28946 NOWWM,, 2006 EASEMENT NOTES: O DRAINAGE EASEMENT 7O PLauc IISE; As DEDICATED HEREON MONUMENT NOTES: ❑I FOLM I'"PIPE; TAGGED ars 28948'W HELL• DOIW IS, ACaPTO AS MUD? 1/4 MWA'R 2V710N 25 PER RV Ca FB 1077 d FS 2XV AND Rl. Q FDIWD 17Ra4 P0$ FIMSil TAGGED 2S Me PER RE 03 F&WO 1-112' TAGGED 1S8812', FLUSH PER R2 Q FOUIBA 1' WOV PIPE AND TAG 2S 7320. RIM PER R2 O FMW I' MON PWE AND TAG 15 3840: FUM PER Rl, ACCEPTED AS WSr 1/4 COVet SECM 25 NO7FS.• C.CR. Is PER Wsr No. tom- Oa5ULd78 - RM 6113101, O.R. ENGINEERS NOTES.• SHEET 4 OF 11 SHEVS • OWrA7E3 F006D I' RM ME TAGGED -RM ZIM: RU9L PER TRACT 3020-1, Ma 377144-53 LUM 07AUMW N01EII ■ WOIOATEs Fmw Y Pm PIPE; TAGGED IS 340: FIILSN PER 7PACr 34}BO-1, MD 4a9 /93 -45 LKM 07MWW N07EM ♦ EV MW FUM I' 9tGV PIPE TAGGED 'RCE 7B84B; RILSI(i PER TRACT 31180-; ACD ya9/s3 LOTA EW OT SAGE NOW O A MTET .SET I' LP, TAGGED wcE 28M-, R M LKEW 07hUMEW NOIEO. SET 1' If TAGGED ,R(£ 28948: FLUSL AT ALL REAR LOT L'a91ERS AND comm CJIM4 $ UNLESS OMEUME NDM SET" AND TAQ( TAGGED VX 2045- 84 MP OF aRB AT VE PRMOWARON OF SSE LOT LRBS ALL MONAOM ARE SET AND TAGGED PER ORDNANCE Na 4wa ALL NOWIMEMS SHORN SET' ARE W ACCpMANtff W7N Tiff M=#,ENT AaM1W FOR THE MAP. ////// INDICATES RESTRIC7ED ACCESS ! I #420 TES AFOGW & ATASI W DATA PER TRACT XVD5-1, M& 377144-55 () WWA MD W ffO & ME459AW DATA PER MACr MOO-1, ! / W CAIES RECORD s MFAWRW DATA PER 7RACT 34180--A MB 419/53-(Vo !! D DOICA70 REDOW i W 49M DATA PER PMB 738/3-4 (()) MACATET RECORD G M WREV DATA PER PAO 80118 Rr MVT6 DATA PER TRACT aOAW-t AL8 377/44-M R2 /IorwE5 DATA PER 7RACT 34180-1, Md aa9/43-45 IHS TRACT CONTAWS Z13 AMES DRAWAQF EX S MALL BE RfPr FREE OF BLUM AND @C — -- INDICATES CENTERLINE 30' WDE ACCESS OPEMNG OS WDICA7ES'OPEN MIACe LOT BASIS OF BEARINGS RE BEARWGS VOW WWON ARE BASED OV AE CEMERLWE Of SWPSaV ROAD AS aM OV TRACT MAP Na JOA75-1, Md 377/44-53 WRM NORTH 88.44w NOT ENWIROMMENTAL CONSTRAINT N07E ENIWOWIENTAL LCWSIRAWT SIRE! iFFEC7NS TWS MAP S G/4 FM W 77ff mArry O<mmw MRANSPORTA TIDA DDMRTM+JIT - SIBREy DIaW 84 ECS BOOK 4-0, PAGE 7 �9 Lf� IN THE UNINCORPORATED 7ERRITORY, COUNTY OF RIVERSIDE; STALE OF CALIFORNIA SHEET 5 OF 11 SHEETS TRACT No. 34180-4 EYG A RAMMM W A POR110N OF INE NDR1fEAST 1/4 OF SECl/QY 2$ 70MW 5 SOM RANGE 3 NEST' SAN BERNAROINO AffRE N ALCYA4DlAlG 0 1NE ' p AROAL PLAT 7HS%W.. u ffl OXG AS BENDER AND ASWN7ES dfP�S I IWII WS MBNDR R.GE 289 MsD m K4 s n ft NOELOR 2006 meM 9rMW d /@ 6MWW aWfiW YAP. .ST 96T! nx MU MAP. �r+�7 "°01 P ' MenY7*ty r.,nsm' ra�nssr it -mar R.MW' �x+1— _ �-Kn7 waro7 Q S/AIPSON ROAD ai;;p V7zraoY) — ------------ 1 ((OT '/' PEi! A'� "MAD i PARCEL 1 T PARCEL 2 DETAIL il' sue row PARCEL MAP NO. 21187 PMB 136/3-4 wf f d4 i� g " g �, x ova¢ ursYprc sow" Perm Vg $ LOT D 1=007 DETAI %' seue r sv LOT J rmmm nr src0rps xxamv 'Y ATi(p ------------1 mm# mow' $1 l�9 3101,sl $ � � As2!^JHr nxw A-r" 'p° a ---- a nw o THREE A& ROAOJj� r m B&VW MAD I`E DETAIL J' sue ra DETAIL 'K' sue MW --�-- --- m------------ --- — -- - - ----- ------ --- — - — ---- � ' o �vds n>3dn tzt tt 133HS O U � 1� F4Y1 Y Y �- w Ln 3 107 --- -� � No I O � n � �o oo�� b G O O x a N07Y38 _ N = S 0 107 o N QI3 3JYds N3d0 w old N W370a/0 / S30I5 0 101 AMOIS --- N \b� O N G 1� qq I AM S77Yd AUtM3S ----_ a 101 M ju6��d• `\ � N M r-091n Lom vj J 00 r� i I trx me AJOV ovoa Soma I� o go 6�\ IN THE UNINCORPORATED TERRITORY, COUNTY OF RIVERSID& STATE OF CALIFORNIA SHEET 7 OF 11 cHEVS TRACT No. 34180-4 Bald A SUWWSON OF A PARDON Of 7NE AUR7NE45T 114 CF MCRON A 7 WSW 3 SOUR{ RANG£ 3 XEST, SAN BERNARDINO NEWMAN ACCORDING 70 THE OfRa L PLAT 7WEAF D=AS 89M AND ASS" MS ODULrAS W BENDER 2GE 28946 GRAPHIC SCALE NOWWM,, 2006 a NOZM ffn av[stsaas u41eL=0lFAWau a� I rAlsia,(�etas ZE9W a mr evTd@T aPDILi. AW.. sffswaTitTM Mp.. SEE SHEET 10 W LIEU[ 'A' 9EFT n I9i LOT A TRACT 34180-1 Mey,�'43-45 ' —�� SIMPSON ROAD OnTAxaRi1 LOT A — — __. -- L ew - —,-------------------------------- - or IN 7HE UNINCORPORATED TERRITORY, COUNTY OF NKRW& STATE OF CALIFORNIA SHEET 8 OF 11 SHEETS TRACT No. 34180 4 BD1G A 57RmINSIpN W A PCR77CN 01� 7!✓E NORINfAST 1/4 OF SEC7fC1V Zfi TOM W 5 SOU79 RANG 3 NEST, SAN BERNAROINO IAN ACCORDINO 70 77E O14M PLAT AER£Q': GRAPHIC SCALE DOUGLAS BMW? AND ASSAGATES � so o as so 190 DOW AS W. BENDER P CE 28M NOb WER 2" n(a .ae ) IWI 1 inch 60 tt � W n Fa avows noes &SW W s WOW MTBS AM O�Ba'WBr A1Y BS AVE ME se7J fnt BX16WT Com BP. SI SOT r to MlEr V. LOT B i s aVW SPACE %. „sue SEE DETAR YS1EET 1f TRACT 34180-1 NBy29ly3-EI5 (arnsrr ; LOT A SIMPSON ROAD 110T A PM AV LOT A rt R-a" ------ - ------------------ (znT Brsm1 6 IN THE UNINCORPORATED TERRITORY, COUNTY OF RIWRSTDE, STALE OF CALIFORNIA SHEET 9 OF 11 SHEETS TRACT No. 34-180-4 BE97G A SUBOTNSrON OF A POR7laV GF 7Ig NORP AAST 114 © SECTION 24 M N SW 5 SOUN RANGE 3 NEST, SAN BL�WARWNO NfR�VAN ACCORDING 70 THE OFTIM PLAT MEW. GRAPHIC SCALE DLX" BENDER AND ASSMA0 r ao a zs ao rao ,ao DMAS W BENDER RGE 28946 NOMMER, 2006 iA�@) 1 1mh a 50 R 6nrarB9®rSaaeS rAMMMM MKOWAM AM 6 KAs6 AW im WE sr sdcramr amaermmna �w .�s�re rar xarcv. LOT J LOT B LOT 1 s� @ $ TH_ REE KLIK ROAd xmars» our - I neo' III I I � I �i - ,ePmsr. rood adr� pn - _ - zws I➢E n14 nW 1pq• Rad rz�r a1a1', s VMVVrMT AWWWO .IOD' �lI LOT B I 110 K f09 i I111 V f08 » i 113 112_ - o-,ZW I rm -- I o- i.ur �I 1/t P +S!9 I,{SrYO• y.R7d' L..4M Mar A $ 12f MAV g 2 mer fifd'- 6 L-lKMj MM"5V0'e o-rori� %o-mdsr o-iv LOT H i ,iS $ , -p ro ""jp60� ~�o`TININ ROAD I I ww --- t.raw z-,az1f I tr911353� Ib3�sao' prd � a s+rauv' OaQO' . revumc ,ns $ >n>y ' 3 N $r (d•7 I aza' 99 a'µ• m A }Ol __ l09 1Ii R-� MmYaE me 102 a $ ~irc�ma0p�'7' 104 103 4 R 141 F i L•I(.ra' sn nadMV a� 9d ss ad N (a91 aw , rr nod Mae N � fe"Wr W �I C 5 LOT B sea .. � `�• o-rzrsm• N'0d o-r fir• h n nod Town a•n7rtC s•�aD' i I ip m ammE0d F $ o-n�m _ n•soaoc LOT - a.nza esadsn ,mad �c "'ea_m3�'aa* iB DRIVE bt BANKSIDE __-:�. SEE 51YEFT 8 SEE SHEET 8 IN THE UNINCORPORATED TERRITORY, COUNTY OF RIVERSIDE; STATE OF CALIFORNIA SHEET 10 OF 11 SHEETS TRACT No. 34180-4 BEWG A S1BDfMW OF A PO;! OF ME NA4RffAST' 1/f OF SrcWN 2$ 10ONST� 5 SLM10{ RANGE 3 NEST, SAN BERNARDINO AFlMOfAN ACCORDWG 10 TIE GRAPHIC SCALE aTICUC PLAT M W.. DOMAS BENDER AND AZOW TES o zJ Jo im iJo Dou AS W. BENDER RGE 28946 (IN nor) NOWENBER, 2006 1 Inch v 60 iL � t ff n I@dv�9AV= Ammow am Or AEUNW AI. AMAVE Miff S&TJRWSU OXM W. Sff S/EF7[ FO!![O'YK LOT #1 OP[A' VAW F97�iC7:la�%I Go ti I IN THE UNINCORPORATED 7EWTORY, COUNTY OF RIVERSIDE, STA7E OF CAUFORNIA -%I= 11 OF 11 SVa-M TRACT No. 34180-4 6 BEW A SBWSW OF A W OFENQPF14 OF 2rl7aN 2% 7VW6W 5 SOV74 RANGE arTSANB�ALY O Mawat E DETAIL "B" DDU[xAS BENDER AND ASS"7ES SCALE ''BW DOuam w BONDER R.CE 28946 NOWWRER, 2006 fiRm o•nmr ata®,9 °c14 1jTPIR I DiSBbnoe3 L»uN7AV1S AL56 _ I OTMA»BM BIOS /4it ST99U Sna azmmr Cana W. ��T•9T i Y LDT 1� J SLE5HT9RRMO'W. 1.m'M'STI,' 10L]e't 3 :8 �� n urBe� iessnrys� DETAIL "A" e • 1 as x µ y m /H7!•sT e27 ��gguu L.'dL' 17 ° RAi S FA et xeomrri T fU SSPAM 1.0 AC r BEACON BAY CIRCLE STORMY SKIES CIRCLE LOT 123 LOT C taro ,• 5°/ aA-+ � € >2 U') DETAIL F" 57 T d L m 35 f. S e1 o A LOT 121'pN. a Soo 'VAR/17ME WAYI \ m tt R � ' , t LOT D r DETAIL "G" _ fir° o%, z SCALLd 11-3o• Atu a �,G• ,� \ is J., LOT C 'SON, LOT D ,e DETAIL C" .. t11� SCAff 1 -50'41 ---- ,d� O� r DETAIL "E" y� SCALE: 1.!W 1E N le 1N�''°�T !le97975'i 17 ,DaN' 10 �R+NA� L\ .rnm A`�� (A- aUV.� 192 Anrseny �• r same \ y �! S9IPSON ROAD R; L-rain I W 7 $ a s: a m a xe a » >s xe n a a eo I» to n u _1-5 ,BYtras•E - - - 71' HAM1 AmOI fii amy VALE 41A°Y LOT A (vity sB&so1L Raw LOT A �- SFmAe TRACT 34180-1 N9ya4/43-45 DETAIL "D" SCALE: 1'.1QO• EXHIBIT "B" FORMS FOR SECURITY [ATTACHED BEHIND THIS PAGE] EXHIBIT 13-1 TUMF Agreement — TR 34180 Menifee Development, LLC FAITHFUL PERFORMANCE BOND® COUNTY OF RIVERSIDE, STATE OF CALIFORNIA (Government Code Section 66499.1) FOR: Streets/Drainage $ 1,081.620 Tract No. Miscellaneous Case 4121 Water System $ 26.500 Parcel Map No. Sewer System $ 4,200 Bond No, SU5023502 Premium: S 13,904.00 Surety Arch Insurance Company Principal Menifee Development, LLC Address 135 N. Los Robles Avenue Address 255 E. Rincon Street, Suite 200 City/State Pasadena, CA City/State Corona, CA "Lip 91101 Zip 92870-1330 Phone 626-639-5256 Phone 951-898-5556 WHEREAS, the County of Riverside, State of California, and Menifee Development, LLC (hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreement(s) whereby principal agrees to install and complete the above designated public improvements relating to (Tract/Parcel) Miscellaneous Case 4121 - 34180- 1 (Backbone improvements for 34180, -2, -3, -4) — Briggs Road between Simpson Road and Grand Avenue, which agreement(s) is/are hereby referred to and made a part hereof; and, WHEREAS, said principal is required under the terms of said agreements) to furnish bond(s) for the faithful performance of said agreement(s); NOW, THEREFORE, we the principal and Arch Insurance Company, as Surety, are held and firmly bound unto the County of Riverside in the penal sum of One Million One Hundred Twelve Thousand Three Hundred Twenty and 00/100 Dollars ($1,112,320.00) lawful money of the United States, for the payment of which stun will and truly be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. The condition of this obligation is such that if the above bonded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the County of Riverside, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the County in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. *Tract 34180-1 (Backbone improvements for 34180, -2, -3, -4) FAITHFUL PERFORMANCE DOWD The surety hereby stipulates and agrees that no chanjac, extension of time, alteration or addition to the terms of this agreement or to the work to be perrormcd thereundet or the -specifications accompanying the same shall in anywise affect its obligation On this bond, and it doss hereby waive notice ofany such cizange, extetrsion of time, alteration or addition. Surety further stipulates and agrees that the provisions of Scction 2845 of the Civil Code and commencement of construction are not conditions precedent to surety's obligations hereunder and are hereby waived by surety. When the work covered by the agreement is complete, the County of Riverside will accept the work and thereupon, the amount of the obligation ofthis band is reduced by 90% with the remaining 10% held as security for the one-year maintenwice period provided for in the agreements(s). IN WITNESS' W'11LRE0F;1his-instrumcnt has been-dulyexecuted-by the principal-and,surety NAME OF PRWCIPAT.: Mcnifee Development. LLC AUTHORIZED SIGNATURE(S): Title (Authorized Representative Title Title (IF CORPORATION, AFFIX SEAL) NAME OF SURETY: Arc Company AUTHORIZED SIGNATURE: C ge Maestas Its Attorney -in -Fact Title (TF CORPORATION, AFFIX SEAL) ATTACH NOTAIIIAL ACI:NOWLEDGVI NT OF SIGNATURES OIL PRA'CIPAT, AND ATIORNEWNI-FACT. CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of Orange before me, Twyla A. Sauro, Notary Public (Here Insert name and We or the oincer) personally appeared Christine Maestas 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(les), 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. s a ar wyla A. Sauro, Notary Public iWylA A. 5AURa" COmmISSIOn # 1724323 -m Notary Public • Ca8lomio Orongo County �V Ctxrlirt. Expltes f Pu 9.2011 r (Votary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED ,DOCUMENT M a t^t 6 e Cy LjL' 0tin L�01t�1 (Tllleor des cdpt(on of attached document) 1-16 • s0 a 3 s0 ;)-- Mile or description or altach el document continued) Number of Pages Document (Addltion4lnrarmatlon) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Offleer (Title) ❑ Pariner(s) ® Attomey-In-Fact ❑ Trustee(s) ❑ Other 2008 Version CAPA v12.10.07 800.873.9805 www.NolaryCtasses.com INSTRUCTIONS FOR COMPLETING THIS FORM Ally acknowledgment completed In California must coutaln verbiage exactly as appear above In the notary section or a separate acknowledguent font must be propery completed and attached to that documem. The ady cxcepvfon is if a document Is to be recorded outside of Callforula. In such iti srances, ally alternative acknowledgment verbiage as ntay he printed on such a document so loug as the verbiage does roar nVulre the notary to do samelMig that Is illegal for a notary !n CaMontle (Le. ceertifjing the authorized capacity of the signer). Please check the documenr careful/& for propernotedfai wording and attach this fonu 1frequ/red • Slate and County Information must be the State and County where the document signers) personally appeared before the notary public for acknowledgntenl. ■ Dale or polarization crust be the date that the signer(s) personally appeared which must also be the same dale the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission ral[owed by a comma and then your title (notary public). • Print the name(s) or document signer(s) who personally appear at the time or notarization. • Indicate tine correct singular or plural romts by crossing oil Incorrect rants (.e. he/sheltheyr is tare) or circling the correct fomns. Failure to correctly indicate this Information may lead to rejection of document recording. • The notary sea[ impression must be clear and pholographirally reptoductbie. Impresslon must not cover text or lines Irseat Impression smudges, re -seal ita, sulnclent areapermlic, otherwise complete a different acknowledgment form. • signature of the nuny public must match the signalure on ale with the once or the county clerk. 4 Additional Information is not required but could help to ensure this acknowledgment is trot misused or attached to a different document. i Indicate title at type or attached document, number of pages and date. 0 Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer. Indicate the title (I.e. CEO, CFO, Secretary). • Securely attach this document to the signed document "OVVER OF ATTORNEY Know All Men By These Presents: That the Arch Insurance Company, a corporation organized and existing under the taws of the State of Missouri, having its principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Paul A. Bland, Dana L. Dowers, Sandra L. Sikora and Christine Maestas of Irvine, CA (EACH) its true and lawful Attorneys) -in -Fact, to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety,'and as Its act and deed: Any and all bonds and undertakings EXCEPTION: NO AUTHORITY Is granted to make, execute, seal and deliver bonds or undertakings that guarantee the payment or collection of any promissory note, check, draft or letter of credit. This authority does not peirmit the same obligation to be split into two or more bonds in order to bring each such bond within the dollar limit of a,athority as set forth' herein. The Company may revoke this appointment at any time. The execution of such bonds and undertakings In pursuance of these presents shall be as binding upon the said Company as fully and amply to all Intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at its principal office In' Kansas Ci+x.,MjsSi.,;4;, This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on March 3, 2003, true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys -in -fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of Indemnity and other writings, obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process." This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on March 3, 2003: VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees designated In writing and tiled with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on March 3, 2003, and any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company. OOML0013 00 03 03 Page 1 of 2 Printed In U.S.A. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Riverside On April 11, 2008 before me, Sarah McPherson , Notary Public personally appeared Michael J. White who proved to me on the basis of satisfactory evidence to be the personO whose name(p) is/are subscribed to the within Instrument and acknowledged to me that helsheRhey executed the same in histhe9thelr authorized capacity(, and that by histheftME—IF signature on the instrument the person(l, or the entity upon behalf of which the personK acted, executed the Instrument. I certify under penalty of perjury under the law of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. SARAN MCPHERSON Commission # 1530302 '8 Notary Public - California Signature Riverside County Comm. Ncw27,2= Description of Attached Document Title or Type of Document: Material and Labor Bond Document Date: 3rz4roa Number of Pages: Signer(s) Other Than Named Above: Christine Maestas Capacity(fes) Claimed By Signer Signer's Name: _Michael J. White Individual Corporate Officer -- Title(S): Authorized Representative Partner -- Limited, General stee or Conservator Signer Is Representing: Standard Pacific Corp. MATERIAL AND LABOR BOND CC! . y COUNTY OF RIVERSIDE, STATE OF CALIFORNIA (Government Code Section 66499.1) FOR: Streets/Drainage $ 540.810 Tract No. Miscellaneous Case 4121 -� Water System $ 13.250 Parcel Map No. Sewer System $ 2,100 Band No. SU5023502 Premium: Included in charge for performance bond Surety Arch Insurance Comyao Principal Menifee Development. LLC Address 135 N. Los Robles Avenue Address 255 E. Rincon Street, Suite 200 City/State Pasadena, CA City/State Corona, CA _ Zip 91101 Zip 92870-1330 Phone 626-639-5256 Phone 951-898-5556 WHEREAS, the County of Riverside, State of California, and Menifee Development, LLC(hereinafter designated as "principal") have entered into, or are about to enter into, the attached agreernent(s) whereby principal agrees to install and complete the above designated public improvements relating to (Tract/Parcel) Miscellaneous Case 4121 - 34180- 1 (Backbone improvements for 34180 -2 -3 -4) — Briggs Road between Simpson Road and Grand Avenue, which agreement(s) is/are hereby referred to and made a part hereof; and, WHEREAS, under the terns of said agreement, principal is required, before entering upon the performance of the work, to file a good and sufficient payment bond with the County of Riverside to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California; NOW, THEREFORE, said principal and the undersigned, as corporate surety, are held firmly unto the County of Riverside and all contractors, subcontractors, laborers, material persons and other persons employed in the performance of said Civil Code in the sum of Five Hundred Fifty Six Thousand One Hundred Sixty and 00/100 Dollars ($556,160.00) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the County in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hereby expressly stipulated and agreed upon that this bond shall inure to the benefit of any and all persons, companies and corporations entitles to full claims under Title 15 (commencing with Section 3082) of Pail 4 of Division 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. Should the condition of this bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. *Tract 34180-1 (Backbone improvemeiits for 34180, -2, -3, -4) n F F I MATERIAL AND LABOR BOND The surety, hereby stipulates and Agrees that no change, extension of time, alteration or addition to the #ernes of this agreement or to the specifications accompanying the same shall in anywise affect its obligation on this bond, and it does Hereby waive Notice of any such change, extension of time, alteration or addition. Surety further stipulates and agrees that the provisions of Section 28..45 orthe Civil Code are not a condition precedent to surety's obligations hereunder and arc hereby waived by surety. TN NWINESS WHEREOF, this instrument has been duly executed by the principal and surety above named, on hilelch 24.2008 . NAME OV PRINCIPAL: Menifee Development, "AUTIfORIZED-SIGNATIJRE(S): By - -_. _.... _ _ .........._._.__._ ......._..._. .__ ._e..__.___ .. Titl uthorived Representative Title Title (IF CORPORATION, MFIX SEAL) NAME OF SURETY: Arch ins anc-e om an AUTHORIZED SIGNATURE4BChr tiue Maestas Its Attorney -in -Fact Title (IF CORPORATION, AFFIX SEAL) ATTACH NOTARIAL ACKNOWLEDGMENT OF SIGNATURES OF PRINCIPAL AND ArrORNEY-IN-FACT. CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of Orange OnAf2ril 1017M9 before me, Twyla A. Sauro, Notary Public (Here Imen name and tide or the ofncer) personally appeared Christine Maestas , 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(les), 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. TWYLA A. SAURO Commission # 1724323 WITNESS in hand and official seal. (@lAVConvn.Exp4esFeb9.201I Noldry Orange • County y — Orange County S ! e rof No bile (Notary Seal) la A. Sauro, Notary Public ADDITIONAL OPTIONAL INFORMATION DES IPTION OF THE ATTACHED DOCUMENT -e��i vFnart c� � JFx� (rftte or descdpilan or attached document) ` t`l . s(tsa ;t a - (Title or description of attached document continued) NumberorPages Document Date a & (Additional Information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer Mile) ❑ Partner(s) * Atlomey-In-Fact ❑ Trustee(s) ❑ Other 200E Version CAPA v12.10.07 800.873.9M www.NotaryCtasscs,com INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed la California must contain verbiage exactly as appears above In the notary section or a separate acknowledgment fonn must be properly completed and attached to that document. The only exception Is if a doconent Is to be recorded outside or California. In such Invanmr, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that Is Illegal for a twtary In CaPfonrda (I.e. cerd0fig the authorized capacity of The signer). Please check the document carefully for proper rwtarial µnrding and attach this form Ifr equired, - Stale and County Inrormatlon must be the Slate and County where die document signer(s) personally appeared before the notary public for acknowledgment. - Date or notarization crust be the date that the stgner(s) personalty appeared whlcb must also be the same date the acknowledgment Is completed. - The notary public must print his or her Warne as it appears within his or her commission rniiowed by a comma end then your title (notary publI0. - Print the name(s) or document slgner(s) who personally appear at The time of notarlullon. - Indicate the correct singular or plural forms by crossing oIT Incorrect Como (Le. heisheld"r Is tee) or circling the correct forms. Failure to correctly indicate this information may lead to rejection or document recording. - The notary net Impression must be clear and photographically reproducible. Impression most not cover text or linos If seal Impression smudges, re -seal If a sufficient areapermlts, otherwise complete a different acknowledgmeni roan. • signature of the rotary, public must match am signature on ale with the office or the county clerk. d Additional Informadan is not required but could help to ensure this acknowledgment Is not misused or attached to a different document. * Indicate tide or type oralrached document. number orpages and date. * Indicate the capacity claimed by the signer. If the claimed capacity Is a corporate orllcer. Indicate the title (i.e. CEO, CPO. Secretary). a Securely attach this document to the signed document FOWr=R OF ATTORNEY Know All Men By These Presents: That the Arch insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its principal office In Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint Paul A. Bland, Dana L. Dowers, Sandra L. Sikora and Christine Maestas of Irvine, CA (EACH) Its true and lawful Attorneys) -in -Fact; to make, execute, seal, and deliver from the date of issuance of this power for and on its behalf as surety, and as its act and deed. - Any and all bonds and undertakings EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deliver bonds or undertakings that guarantee the payment or collection of any promissory riots, check, draft or letter of credit. This authority does not pef(Wit-the saute obligation to be split into two or more bonds in order to bring each such bond within the dollar limit of authority as set forth'iherein. The Company may revoke this appointment at any time. The execution of such bonds and undertakings in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes. as if the same had been duly executed and acknowledged by Its regularly elected officers at its principal office in Kansas Cit,.,Mis,$Q"i i?;:i)'t t ''{'Frfx K,;t:;ti�c rS�i:•�:rcC:r7•.. This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on March 3, 2003, true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect: "VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-€n-fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings, obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process.*" This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on March 3, 2003: VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees designated In writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on March 3, 2003, and any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company. OOMLOD t 3 00 03 03 Page 1 of 2 Printed in U.S.A. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Riverside On April 11, 2008 before me, Sarah McPherson Notary Public personally appeared Michael J. White who proved to me on the basis of satisfactory evidence to be the person(i) whose name(g is/arc subscribed to the within instrument and acknowledged to me that he/shafthW executed the same in his/her/tMir authorized capacity0s), and that by hisft;ierfflx f- signatureA on the Instrument the person(SX, or the entity upon behalf of which the person jrs`) acted, executed the instrument. I certify under penalty of perjury under the law of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. �SARAHMCPH"=RSON 0302 s Notary Public - Caitfomta Signature\AOVSo► Riverside county y, Noar27,200tt NA Description of Attached Document Title or Type of Document: Faithful Performance Bond Document Date: eaves Number of Pages: Signer(s) Other Than Named Above: Christine Maestas Capacity(ies) Claimed By Signer Signer's Name: Michael J. White Individual ✓ Corporate Officer -- Title(s): authorized Representative Partner — Limited, General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: Standard Pacific Corp. r ACORD,.ITCA?_ A+It� --�, •�� 4.�rf�'� � DATECAiM DD YYYY) i 03 1 /_009 PRODUCER Aon Risk Insurance services west, Inc. fka Aon Risk services, Inc. of 5 CA THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORNIATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 1901 Main street CERTIFICATE DOES NOT AAIF.ND, EXTEND OR ALTER THE suite 300 COVERAGE AFFORDED BY THE POLICIES BELONV. Irvine CA 92614 USA INSURERS AFFORDING COVERAGE NAIC # PHosE- 949 608-6300 Fxx 949 608-6451 INSURED INSURER A: steadfast Insurance Company 26397 standard Pacific Corp. DBA Standard Pacific Homes INSURERB: syndicate # 1209 Lloyd's of London 0005FI INSURER C: 15326 Alton Parkway Irvine CA 92618 USA INSURER D: INSURER E: ` _. ;.. .. -: _ - T -A . 'Iles .er THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED PaR LTR ADD —RJ TYPE OF INSURANCE POLICYNIAIDER POLICYEFFECrIYE DATE(Md1IDD\YY) POLICY EXPIRATION' DATE01AIMDII7) LOUTS A GENERALLIAEUM HBP938408700 04/01/09 04/01/10 EACH OCCURRENCE $25,000,000 DAMAGE TO RENTED S100,006 X COND1ERCIALGENERAL LIABILITY CLAWS MADE ® OCCUR PREMISES (Ea ocemwee) yo*vm; PERSONAL& ADVhN1URY $2S,000,000 GENERAL AGGREGATE $30,000,000 GENT. AGGREGATE LMITF APPLIES PER: ® POLICY � LOC PRODUCTS -cONtP'OPAGG $30,000,000 AUTOMOBILE LIABILITY COMBINED SWGLE LIMIT ANY AUTO (Ea6mided) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS ( Per I—) HIRED AUTOS BODILY INJURY NON OWNED AUTOS (Per laid-) PROPERTY DAMAGE (Pet--d-) GARAGE LIABILTTY AUTO ONLY- FA ACCIDENT ANY AUTO OTIIERTHAN EAACC H AUTO ONLY: AGO B EXCESS/UMBRELLALIABILITY TMO900007 04/01 09 4 O1 10 EACH OCCURRENCE OCCUR ❑ CLALINIS MADE AGGREGATE $10,000,000� BDEDUCnBLE RETENTION WORKERS COMPENSATIONA,\ID W'C STATU• OTH- EMPLOYERS' LIABILITY E-L. EACH ACCIDENT ANY PROPRIETOR I PARTNER / EXECUTIVE OFFICERIMESB)ER EXCLUDED? E.L. DISEASE -EA EMPLOYEE If)es, descrk. wrier SPECIAL- PROVISIONS E.L. DISEASE -POLICY LIMIT below OTHER DESCRIPTIONOF OPERATIONSILOCATIoNSNEmcLFs ExcLuslONs ADDED BY L'DORsmmNT1SPECIAL PROVISIONS Job Description: Improvements to Menifee, North of Mccail, in Conjunction with TR 31795. County of Riverside and its Agencies, Districts, special Districts and Departments, their respective directors] officers, Board of supervisors, employees, elected or appointed officials, agents or representatives are Included as Additional county of Riverside, Transportation Dept SHOULD construction Inspection DATE Attn: Laura Foster, Bonds and Agreements 30 ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION THEREOF, THE ISSUING INSURER WILL ENDRAWN TO MAIL DAYS%WITTEN NOTICE TO THE CERTIFICATE HOLDERNAMED TO THE LEFT, 2950 Washington Street Riverside, CA 92SO4 USA AUTHORITEDREPRESENTATIVE � r✓srlartanr C�� n Attachment to ACORD Certificate for standard Paci fic Corp. , The terms, conditions and provisions noted Mow are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED Standard Pacific Corp. OBA Standard Pacific Homes 15326 Alton Parkway Irvine CA 92618 USA INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ALUM) certificate form for policy limits. I\SR LTR ADD'L IN5ftp TYPE OFINSUR,t.\CE POLICY NUMBER POLICY DFSCR<piIO\ POLICY EFFECTIVE DATE POLICY EXPIRATION DATE LMITS DESCRIPTION OF OPERATIONS!LOCATIOYSVEHICLES/EXCLUSIONS ADDED BY ENDORSEWNTISPECIAL PROVISIONS insured with respect to the General Liability policy, as required by written contract. waiver of Subrogation applies as required by written contract. See attached Endorsement: STF-GL-10096-A-Cw (ll/02). Certificate No: 570036715944 LNSURED standard Pacific Corp. DBA standard Pacific Homes 15326 Alton Parkway Irvine CA 92618 USA STF-GL-10096-A-CW (11/06) steadfast Insurance Company Dover, Delaware Administrative Offices - 1400 American Lane, Schaumburg, Illinois 60196-1056 Policy No.Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Adyd'1. Preen Return Prem. HOP 9384087-00 04/01/2009 04/01/2010 75272-000 Named Insured / Mailing Address: STANDARD PACIFIC HOMES (SEE STF-GL-10102-A-CW) 26 TECHNOLOGY DR. IRVINE, CA 92618 Producer: AON RISK SERVICES, INC. OF CA 707 WILSHIRE BLVD. STE 2600 LOS ANGELES, CA 96017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Home Builders Protective Policy BLANKET ADDITIONAL INSURED IT IS AGREED THAT SECTION II - WHO IS AN INSURED, IS AMENDED TO INCLUDE, AS AN ADDITIONAL INSURED, ANY PERSON OR ORGANIZATION YOU ARE REQUIRED BY WRITTEN CONTRACT TO INCLUDE AS AN ADDITIONAL INSURED. INSURANCE FOR THESE PERSONS OR ORGANIZATIONS SHALL BE LIMITED TO THE EXTENT OF THE COVERAGE AND LIMITS OF LIABILITY REQUIRED BY THE WRITTEN CONTRACT AND ONLY WITH RESPECT TO LIABILITY ARISING OUT OF "YOUR WORK" WHETHER PERFORMED FOR THAT INSURED BY OR FOR YOU. THE WRITTEN CONTRACT MUST BE EXECUTED PRIOR TO THE OCCURRENCE OF ANY LOSS. THE EXTENT OF COVERAGE AND THE LIMITS OF LIABILITY OF THIS CONTRACT SHALL NOT INCREASE THE LIMITS STATED IN SECTION III - LIMITS OF INSURANCE, OF THE EXTENT OF COVERAGE STATED IN THIS POLICY. STF-GL-10096-A-CW (11/06) Certificate No : 570036715944 8 EXHIBIT "C" DOCUMENTATION TO BE PROVIDED TO City BY DEVELOPER FOR DETERMINATION OF CONSTRUCTION COSTS To assist City in determining the Construction Costs for a completed TUMF Improvement, Developer shall provide the following documents to City: 1. Plans, specifications and Developer's civil engineer's cost estimate; 2. List of bidders from whom bids were requested; 3. Construction schedules and progress reports; 4. Contracts, insurance certificates and change orders with each contractor or vendor; 5. Invoices received from all vendors; 6. Canceled checks for payments made to contractors and vendors (copy both front and back of canceled checks); 7. Spreadsheet showing total costs incurred in and related to the construction of each TUMF Improvement and the check number for each item of cost and invoice; 8. Final lien releases from each contractor and vendor; and 9. Such further documentation as may be reasonably required by City to evidence the completion of construction and the payment of each item of cost and invoice. EXHIBIT C-1 TUMF Agreement — TR 34180 Menifee Development, LLC EXHIBIT "D" REIMBURSEMENT AGREEMENT TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM THIS REIMBURSEMENT AGREEMENT ("Agreement") is entered into this day of , 20, by and between the City of Menifee, a California Municipal Corporation, and Menifee Development, a California Limited Liability Corporation, with its principal place of business at 255 Rincon Street, Suite 200 in Corona, CA 92879 ("Developer"). City and Developer are sometimes hereinafter referred to individually as "Parry" and collectively as "Parties". RECITALS WHEREAS, City and Developer are parties to an agreement dated , 20, entitled "Improvement and Credit Agreement - Transportation Uniform Mitigation Fee Program" (hereinafter "Credit Agreement"); WHEREAS, Sections 14.1 through 14.4 of the Credit Agreement provide that Developer is obligated to pay City the TUMF Obligation, as defined therein, but shall receive credit to offset the TUMF Obligation if Developer constructs and City accepts the TUMF Improvements in accordance with the Credit Agreement; WHEREAS, Section 14.5 of the Credit Agreement provides that if the dollar amount of the credit to which Developer is entitled under the Credit Agreement exceeds the dollar amount of the TUMF Obligation, Developer may apply to City and WRCOG for a reimbursement agreement for the amount by which the credit exceeds the TUMF Obligation; WHEREAS, Section 14.5 additionally provides that a reimbursement agreement executed pursuant to the Credit Agreement (i) shall be executed on the form attached to the Credit Agreement, (ii) shall contain the terms and conditions set forth therein, (iii) shall be subject to all terms and conditions of the Credit Agreement, and (iv) shall be attached upon execution to the Credit Agreement and incorporated therein as a material part of the Credit Agreement as though fully set forth therein}; and - WHEREAS, City and WRCOG have consented to execute a reimbursement agreement with Developer pursuant to the Credit Agreement, the City, and the TUMF Administrative Plan adopted by WRCOG. NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties hereby agree as follows: TUMF Agreement — TR 34180 Menifee Development, LLC TERMS 1.0 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals above and agree to the incorporation of the Recitals as though fully set forth herein. 2.0 Effectiveness. This Agreement shall not be effective unless and until the Credit Agreement is effective and in full force in accordance with its terms. 3.0 Definitions. Terms not otherwise expressly defined in this Agreement, shall have the meaning and intent set forth in the Credit Agreement. 4.0 Amount of Reimbursement. Subject to the terms, conditions, and limitations set forth in this Agreement, the Parties hereby agree that Developer is entitled to receive the dollar amount by which the Actual Credit exceeds the dollar amount of the TUMF Obligation as determined pursuant to the Credit Agreement, the City and the TUMF Administrative Plan adopted by WRCOG ("Reimbursement"). The Reimbursement shall be subject to verification by WRCOG. City/County and Developer shall provide any and all documentation reasonably necessary for WRCOG to verify the amount of the Reimbursement. The Reimbursement shall be in an amount not exceeding [INSERT DOLLAR AMOUNT] ("Reimbursement Amount"). WRCOG shall pay the Reimbursement Amount to City and the City shall be responsible for transmitting the Reimbursement Agreement to the Developer. In no event shall the dollar amount of the Reimbursement exceed the difference between the dollar amount of all credit applied to offset the TUMF Obligation pursuant to Section 14.4, 14.5, and 14.6 of the Credit Agreement, and one hundred (100%) of the approved unit awarded, as such assumptions are indentified and determined in the Nexus Study and the TUMF Administrative Plan adopted by WRCOG. 5.0 Payment of Reimbursement, Funding Contingency. The payment of the Reimbursement Agreement shall be subject to the following conditions: 5.1 Developer shall have no right to receive payment of the Reimbursement unless and until (i) the TUMF Improvements are completed and accepted by City in accordance with the Credit Agreement, (ii) the TUMF Improvements are scheduled for funding pursuant to the five-year Transportation Improvement Program adopted annually by WRCOG, (iii) WRCOG has funds available and appropriated for payment of the Reimbursement amount. 5.2 Developer shall not be entitled to any interest or other cost adjustment for any delay between the time when the dollar amount of the Reimbursement is determined and the time when payment of the Reimbursement is made to Developer by WRCOG through City/County. 6.0 Affirmation of Credit Agreement. City and Developer represent and warrant to each other that there have been no written or oral modifications or amendments of the Credit TUMF Agreement — TR 34180 Menifee Development, LLC Agreement, except by this Agreement. City and Developer ratify and reaffirm each and every one of their respective rights and obligations arising under the Credit Agreement. City and Developer represent and warrant that the Credit Agreement is currently an effective, valid, and binding obligation. 7.0 Incorporation Into Credit Agreement. Upon execution of this Agreement, an executed original of this Agreement shall be attached as Exhibit "D" to the Credit Agreement and shall be incorporated therein as a material part of the Credit Agreement as though fully set forth therein. 8.0 Terms of Credit Agreement Controlling. Each Party hereby affirms that all provisions of the Credit Agreement are in full force and effect and shall govern the actions of the Parties under this Agreement as though fully set forth herein and made specifically applicable hereto, including without limitation, the following sections of the Credit Agreement: Sections 10.0 through 10.3, Section 12.0, Sections 13.0 through 13.7, Sections 14.0 through 14.7, and Sections 15.0 through 15.17. [SIGNATURES OF PARTIES ON NEXT PAGE] TUMF Agreement — TR 34180 Menifee Development, LLC IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written. 11 DEVELOPER: MENIFEE DEVELOPMENT, LLC Its: ATTEST: Its: CITY OF MENIFEE: L'I'm ATTEST: In Kathy Bennett, City Clerk Wallace W. Edgerton, Mayor Steve Harding, City Manager TUMF Agreement — TR 34180 Menifee Development, LLC EXHIBIT "E" TUMF CREDIT / REIMBURSEMENT ELIGIBILITY PROCESS 1. Prior to the construction of any TUMF Improvement, Developer shall follow the steps listed below: a. Prepare a separate bid package for the TUMF Improvements. b. The plans, cost estimate, specifications and contract document shall require all contractors to pay prevailing wages and to comply with applicable provisions of the Labor Code, Government Code, and Public Contract Code relating to Public Works Projects. c. Bids shall be obtained and processed in accordance with the formal public works bidding requirements of the City/County. d. The contract(s) for the construction of TUMF Improvements shall be awarded to the lowest responsible bidder(s) for the construction of such facilities in accordance with the City's/County's requirements and guidelines. e. Contractor(s) shall be required to provide proof of insurance coverage throughout the duration of the construction. 2. Prior to the determination and application of any Credit pursuant to a TUMF Improvement and Credit Agreement executed between City/County and Developer ("Agreement"), Developer shall provide the City/County and WRCOG with the following: a. Copies of all information listed under Item 1 above. b. Surety Bond, Letter of Credit, or other form of security permitted under the Agreement and acceptable to the City/County and WRCOG, guaranteeing the construction of all applicable TUMF Improvements. 3. Prior to the City's/County's acceptance of any completed TUMF Improvement, and in order to initiate the construction cost verification process, the Developer shall comply with the requirements as set forth in Sections 7, 14.3 and 14.4 of the Agreement, and the following conditions shall also be satisfied: a. Developer shall have completed the construction of all TUMF Improvements in accordance with the approved Plans and Specifications. b. Developer shall have satisfied the City's/County's inspection punch list. c. After final inspection and approval of the completed TUMF Improvements, the City/County shall have provided the Developer a final inspection release letter. d. City/County shall have filed a Notice of Completion with respect to the TUMF Improvements pursuant to Section 3093 of the Civil Code with the County Recorder's Office, and provided a copy of filed Notice of Completion to WRCOG. e. Developer shall have provided City/County a copy of the As -Built plans for the TUMF Improvements. f. Developer shall have provided City/County copies of all permits or agreements that may have been required by various resource/regulatory agencies for construction, operation and maintenance of any TUMF Improvements. g. Developer shall have submitted a documentation package to the City/County to determine the final cost of the TUMF Improvements, which shall include at a minimum, the following documents related to the TUMF Improvements: TUMF Agreement — TR 34180 Menifee Development, LLC i. Plans, specifications, and Developer's Civil Engineer's cost estimates; or Engineer's Report showing the cost estimates. ii. Contracts/agreements, insurance certificates and change orders with each vendor or contractor. iii. Invoices from all vendors and service providers. iv. Copies of cancelled checks, front and back, for payments made to contractors, vendors and service providers. v. Final lien releases from each contractor and vendor (unconditional waiver and release). vi. Certified contract workers payroll for City/County verification of compliance with prevailing wages. vii. A total cost summary, in spreadsheet format (MS Excel is preferred) and on disk, showing a breakdown of the total costs incurred. The summary should include for each item claimed the check number, cost, invoice numbers, and name of payee. See attached sample for details. TUMF Agreement — TR 34180 Menifee Development, LLC EXHIBIT "F" RECONCILIATION EXAMPLES All examples are based on a single family residential development project of 200 dwelling units: 200 SF dwelling units @ $6,650 / dwelling unit = $1,330,000 in fees (TUMF Obligation) Example A: "TUMF BALANCE" CREDIT TUMF Obligation: Estimated Cost: Bid ($1,500,000) or unit Cost Assumption ($1,600,000) whichever is less Potential Reimbursement: RECONCILIATION TUMF Obligation: Actual Credit: TUMF Balance (Payment to TUMF): Example B: "REIMBURSEMENT" CREDIT TUMF Obligation: Estimated Cost: Bid ($1,500,000) or unit Cost Assumption ($1,600,000) whichever is less Potential Reimbursement: RECONCILIATION TUMF Obligation: Actual Credit: Reimbursement Agreement with Developer (Based on Priority Ranking): Example C: "TUMF OVERPAYMENT" CREDIT TUMF Obligation: Estimated Cost: Bid ($1,200,000) or unit Cost Assumption ($1,500,000) whichever is less Remaining TUMF Obligation: Prorated Fee: $130,000 / 200 du = RECONCILIATION Actual Credit: TUMF payments from Developer ($650 per unit x 200 units) Actual Credit plus TUMF Payment TUMF Obligation: Actual Credit plus TUMF Payment TUMF Overpayment (Refund to Developer): EXHIBIT F-1 $1,330,000 $1,500,000 ($170,000) $1,330,000 $1,200,000 $130,000 $1,330,000 $1,500,000 ($170,000) $1,330,000 $1,500,000 ($170,000) $1,330,000 $1,200,000 $130,000 $650 / du $1,300,000 $130,000 $1,430,000 $1,330,000 1 430 000 ($100,000) TUMF Agreement — TR 34180 Menifee Development, LLC EXHIBIT "G" MODEL AMENDMENT [ATTACHED BEHIND THIS PAGE] EXHIBIT G-1 TUMF Agreement — TR 34180 Menifee Development, LLC EXHIBIT "H" INITIAL TUMF CREDIT SUMMARY [ATTACHED BEHIND THIS PAGE] EXHIBIT "H" Menifee Development LLC Tract 34180, Tract 34180-2, Tract 34180-3, Tract 34180-4 Initial TUMF Credit Summary List of eligible streets/facilities under the TUMF Program for subject tract: Briggs Road (Lane 2 and Lane 4) Central TUMF Zone Initial Credit shall be equal to the lesser of the following: TUMF Obligation (see next page for Details) $ 3,914,190 TUMF Unit Cost Assumption (see next page for Details) $ 1,366,582 Improvement Costs (Low Bid) (see below for details) $ 798,716 Improvement Costs Breakdown Street Improvement Construction Costs (Low Bid) $ 506,549 Right of Way Costs $ 114,618 Planning, Engineering, Construction Management, Geotechnical Services $ 177,549 Improvement Costs Total $ 798,716 Initial TUMF Credit: Initial Credit (Obligation, Low Bid or Unit Cost Assumption, whichever is less) $798,716 Unpaid units 366 Prorated Credit per each unpaid unit (up to max TUMF fee per unit) TBD Total Credit to be applied to unpaid units $798,716 TUMF Refund: Initial Credit amount + paid TUMF amount $1,829,180 Refund (Credit + paid TUMF amount that exceeds Obligation amount) F $0 TUMF Reimbursement: Cost (Low Bid or'Unit Cost Assumption, whichever is less) $798,716 TUMF Credit/Refund ($798,716) Estimated TUMF Reimbursement (Cost exceeding Obligation amount) $0 TUMF OBLIGATION CALCULATION Dwelling Unit Type (Paid) TUMF Rate Fee per Unit Units Amount Single Family Residential Single Family Residential Single Family Residential 2008 2009 Discounted $ 10,046 $ 9,812 $ 4,437 72 20 25 $ $ 196,240 110,913 Paid Subtotal 117 $ 1,030,465 Dwelling Unit Type (Unpaid) TUMF Rate Fee per Unit Units Amount Single Family Residential Discounted 4,437 82 $ 363,793 Single Family Residential Nexus 8,873 28; $ 2,519,932 Unpaid Subtotal 366 $ 2,883,725 Obligation Total 483 $ 3,914,190 TUMF UNIT COST ASSUMPTION CALCULATION (2007 CnStcl Central TUMF Network Road Segment applicable to Proposed Improvements Cost Item Amount Briggs Road, SR-74 (Pinacate Rd) to Simpson Road Network Distance: 2.488 miles Road Const Existing Lanes: 0 ROW/Utilities Increase in Lanes: 4 Planning (10%) $ 6,548,000 $ 5,115,000 $ 654,800 Engring (25%) $ 1,637,000 Conting (10%) $ 1,166,300 Network Road Segment Cost Est $ 15,121,100 Network Unit Cost per Lane mile $ 1,519,403 Network Unit Cost per Lane foot $ 288 Road Improvement Cost Estimate (based on Network Unit Cost per Lane foot) Lane lConstruction Limits (Sta. to Sta.) Linear Feet Amount 10+40.00 34+14.47 10+40.00 34+14.47 2,374.47 2,374.47 $ 683,291 $ 683,291 TUMF Subtotal 4,748.94 $ 1,366,582 TOTAL TUMF UNIT COST ASSUMPTION FOR ELIGIBLE IMPROVEMENTS $ 1,366,582