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2012/12/05 Sutter Mitland 01, LLC Development Impact Fee Credit - Dedication of Off-Site Parcel 15 Map 32269DEVELOPMENT IMPACT FEE CREDIT AGREEMENT FOR DEDICATION OF OFF -SITE PARCEL FOR REGIONAL TRAILS AND OPEN SPACE PARCEL MAP NO.32269 — AUDIE MURPHY RANCH between THE CITY OF MENIFEE a California Municipal Corporation and SUTTER MITLAND OI, LLC a Delaware Limited Liability Company DEVELOPMENT IMPACT FEE CREDIT AGREEMENT FOR DEDICATION OF OFF -SITE PARCEL 15 OF PARCEL MAP NO.32269 FOR REGIONAL TRAILS AND OPEN SPACE 1. PARTIES AND DATE This Development Impact Fee Credit Agreement ("Agreement") is made this 51h day of December, 2012, between: (i) The City of Menifee ("City"), a California Municipal Corporation, and (ii) Sutter Mitland 01, LLC, a Delaware Limited Liability Company ("Developer"). The term "Developer" includes Developer and its successors to all or any portion of the Property. This Agreement will not become effective until the date ("Effective Date") on which all of the following are true: (i) This Agreement has been approved and executed by the appropriate authorities of the Developer, as defined in this Section 1, and this Agreement has been delivered to the City; and (ii) Following all legally required notices and hearings, this Agreement has been approved by the City Council; and (iii) This Agreement has been executed by the appropriate authorities of the City and delivered to Developer. 2. RECITALS 2.1 Developer owns certain real property located in the City of Menifee, Riverside County, State of California, and shall be referred to herein as "Property." The Property is described as Parcel 15 of Parcel Map No. 32269 ("Parcel 15", shown on Exhibit "A" attached hereto). 2.2 The Developer is processing final approvals for the development of the Audie Murphy Ranch ("AMR") and in connection with the satisfaction of Tract 31392 trails conditions within AMR was required to offer for dedication to the City an easement for trails purposes consistent with an adopted Riverside County Regional Trails Plan prior to recordation of the Final Map for Tract 31392. 2.3 The City and Developer, however, entered into a Memorandum of Understanding ("MOU") dated June 2, 2011 to determine the type, classification and feasibility of constructing a trail through Tract 3 13 92. 2.4 The MOU required, among other actions, the retention of a trail consultant to prepare an independent, written recommendation of the classification and feasibility of installation of a trail in Tract 31392. 2.5 The trail consultant was retained, performed an analysis and determined that a trail cannot be built in Tract 31392. Therefore, as required by the MOU, Developer has agreed to pay the City the sum of $50,000 which is due and payable upon issuance of the first building permit for 31392. While developer was required as a condition of Tract 31392 to provide an 332274_4. DGC 1 Irrevocable Offer of Dedication ("IOD") to the City of an easement for trail purposes across 31392, prior to recordation of the final Map, the City has determined that it is preferable to accept Developer's payment. 2.6 However, Developer is willing to provide, beyond the payment referenced in Section 2.5, additional open space, which can be utilized for future trail purposes, in Parcel 15 immediately behind Tract 31392 and a connecting link within Tract 31392 in Parcel 91 of 31392. 3. TERMS 3.1 IOD of Parcel 15 of Parcel Ma 3p 2269. In addition to the required payment of $50,000 required by the MOU, Developer agrees to record an IOD on Parcel 15 to provide additional open space and area for a future County trail connection through AMR. 3.1.1 Development lmp��act Fee Credit/Reimbursement. It is the intent of the Developer and City that Developer receives a credit/reimbursement against City Development Impact Fees ("DIF") for the IOD. Developer acknowledges that such a credit is contingent upon City adoption of local DIF fees based on a nexus study in compliance with Government Code Section 66000 et. seq. 3.1.2 Timing_and Amount of DIF. City agrees that upon completion of the referenced City nexus study for DIF fees, Developer will receive DIF fee credits or reimbursements equal to the FMV of the dedicated open space land based on an MAI appraisal. Developer acknowledges that County action to complete revision of its Countywide Regional Trails Plan, to include placement of a trail designation across Parcel 15, is a prerequisite to any DIF fee credit or reimbursement for the referenced dedication. 3.2 _Cooperation. The parties agree to cooperate with each other in furthering the purpose of this Agreement. The parties hereby agree to take such other actions and execute such other documents consistent with this Agreement and as reasonably necessary to effectuate this Agreement. 4. NOTICES 4.1 Notices. All notices, demands or other communications (collectively, "Notices") required or allowed by this Agreement shall be in writing and shall be considered given when delivered in person to the recipients indicated below (i) by certified U.S. mail; or (ii) via facsimile; or (iii) on the date of delivery of the notice by email transmission. All Notices shall be addressed as follows: To City: City of Menifee Attention: City Manager 29714 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951)679-3843 332274_4.©OC 2 with copies to: City of Menifee Office of the City Attorney Attention: Joseph Fletcher, Esq. 29714 Haun Road Menifee, CA 92586 Phone: (951) 672-6777 Fax: (951) 679-3843 To Developer: Sutter Mitland 01, LLC c/o Brookfield Residential Attention: Dennis Chapman 3090 Bristol Street, Suite 220 Costa Mesa, CA 92626 Phone: (714).427.6868 Fax: (714) 200-1874 with copies to: Nossaman LLP Attention: John P. Erskine, Esq, 18101 Von Karman Avenue, Suite 1800 Irvine, CA 92612 Phone: (949) 477-7633 Fax: (951) 833-7878 IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be executed as of the date set forth herein. CITY OF MENIFE , a a California Munel'4 C, Approved as to Form By: Name: Joseph W. er, City Attorney Title: DEVELOPER: SUTTER MITLAND 01, LLC, a a Delaware Limited Liability Company By: Title: 332274_4.DOC 3