2022/02/25 BLC Fleming, LLC Legado DIF Reimbursement Agreement for Storm Drain FacilitiesDocuSagn Envelope lD: 27683990-15DC-495E-846C-3DAs5DD96DED
EqR STORM DRAIN FACILITIES
This Master Legado DIF Reimbursement ABreement lor Storm Drain Facilities
(hereinafter",,lgrcemenr")isentercd,intoonFeb.2520?2(lhe"EtectivcDare").byandbetween
the CITY OF MENIFEE (hereinafter "City"), a municipal corporation of the State olCalilomia,
and BLC FLEIr{lNG LLC, a Delaware limited liability company (hereinafter "Developer").
RECITALS
A. Developer owns all ol the real property described on E$!!!!4 and depicted
on $!i!i!p. consisting of approximately 33 I acres of land located in the City ol Meni fee, Counry
of Riverside, State of Califomitr, more particularly described in the legal description attached
hereto rs Exhibit A \*Proper6:'7.
B. On or about June 4, 2020, the City and Developer entered into that cerl.ain
Development Agreement (the "Developmenl Agreemenl") with Document Number 2020-0282073
in the Oflicial Records of the County of Riverside pertaining to the Property, which described in
lurther detail in the various Planning and Zoning Approvals for the Project on the Property,
including the Legodo Specific Plan. Change ol Zone, and multiple Tentative Tract Maps
(collectively, the"Developnent Appntvals" ot the " Proj ect").
C. As part ol processing the Proiect, Developer has been conditioned to construct
certain Stonn Drain Facilities, as more specihcally described in the Development Approvals and
Exhibit F ofthe Development Agreement;
D. Because the projected cost ofthe Slorm Drain Facilities was expected to exceed ahe
Developer's fair share oI DIF, as described in Section 5.2 of the Development Agreement, lhe
Developer and the City were to enter into a reimbursemenl agreement for the purpose olproviding
for reimbursemenls to the Developer out of DIF collected lrom other nearby properlies thflt pay
DIF for these facilities. Developer acknowledges that DIF are imposed in various separate
categories to fund specific public facilities identifred in the applicable nexus reports. Credit against
DIF may only be applied lor eligible improvements identrfied in the specihc DIF category. Under
the City's existing DIF program, DIF storm drain facility impact fees from the Encanto Drive
Benefit Area are available for expenditure. However, for example, credits given lor Storm Drain
Facilities shall nol receive credit against the circulation componenl of DIF.
CO\'ENA NTS
NOW, THEREFORE, in consideration of the above recitals and of the muturl covenants
hereinafter contained and for other good and valuable consideration, the receipt and sufliciency of
which is hereby acknowledged, the Pflrties agree as follows:
I. DEFINITIONS AND EXHIBITS
iI{ASTER LEGADO DIF Rf, IMBURSEMENT AGRE[]}IEN-T
l.l Definitions. This Agreernent uses a number of terms having specific meanings, as
defined below. Terms undefined in this Agreement shall have the same meanings as used in the
Development Agleement.
1.2 Exhibits. The fotlowing documents are attached hereto, and by this reference made
a part of, this Agreement:
EIE!i13!- Legal Description of the Property;
Exhibit B - Map Showing Property and its location;
Exhibit C - Sub Agreement for DIF Reimbursement of Storm Drain Facilities; and
Dxhibit D - Fee Credit Transler Form
2. TERM
2.1 The term of this Agreeruenl ("Term") shall commence on the Effective Date and
continue thereafter for a period oi ten (10) years following acceptance by the City of the final
Storm Drain Facility.
3. REIMBURSEMENT
3.1 Pursuant to section 5.2.1 ofthe Development Agreement, Developer is eligible to
receive the specific impact fee credits described in Column F of Exhibit F-2 of the Development
Agreement, in the maximum amount of $1,058,792.00. However, prior to obtaining the impact
fel credit, Deuelope. .ust provide adequate sureties for the Encanto Drive Stonn Drain. In order
to obtain the credit listed in Column F, the following must occur:
3.l.lDevelopermuslnotifytheCifyinwritingthatitisrequesting-the
Development Fee credits for the Encanto Drive Storm Drain and must provide the city
wirh evidence of the sureties, in the forrn approved by and acceptable to the City, for the
Encanto Drive storm Drain. Developer will have to procure Perlormance, Security, and
Labor and Material sureties as described in Section 7.80.050 of the Menifee Municipal
Code.
3.I .2 The City will then have thirty (30) days to approve. approve in part' or reiect
the sureties provided by the Developer after the Developer provides a notice in writing to
rhe city Engineer requesting approval; shoutd the city Engi[eer fail to.respond to the
Developer iittrin ttririy (:O) daii, the Developer shall notifo the City Engineer in writrng
ond r"quest that the City do so within fourteen ( 14) days. At the end of the fourteen ( l4)
day peiiod, ifthe City iails to respond in one way or another, then the Developer will be
required to norify the City Managir in writing of its request, who will then have thirty (30)
days to respond and provide the beveloper with a determination. lf the City Manager fails
to iespond wirhin thirty (30) days, the city shall be deemed to have approved the surelies
provided bY the DeveloPer.
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3.1.3 Once all sureties have been provided to the satisfaction ofthe City Engineer,
or ifneeded, the City Manager, or deemed approved, the City will provide Developer DIF
storm drain facility impact lee credits for the number of dwelling units associated rvith the
Project. City shatl provide Developer written conltrmation of the number of dwelling trnits
that fee impact credits have been granted and that lhose credits may be utilized within
hfteen (15) days after the date the sureties have been approved or deenred approved. The
credits shall survive in accordance with Section 5.2.1 ofthe Development Agreement.
3.1 .4 If more than one entity is a fee owner of the Property, BLC Fleming LLt-
("Master Developer") shall have the right to assign rights to DIF storm drain facility impact
fee credits in the amount specified by Master Developer to other owners ofthe Property
subject to the terms and conditions stated herein. Any assignment ofthe right to DIF storm
drain Ge credits shall be made in writing and delivered to the City in the form attached
hereto as Exhibit D. Master Developer shall have the right to designate any owner of
Property as lh* srccertor Master Developer by providing City written notice of such
designation.
3.2 Pursuant to Section 5.2.2 of the Development Agreement, Developer is also eligible
lor reimbursements oIDIF storm drain facility fees from the City based on DIF storm drain facility
lees received lrom other property owners that would otherwise have been used to fund the Encanto
Drive Storm Drain. Riimbursements may only come lrom storm drain lacility impact lees
collected by the City lrom properties in the Encanto Drive Benefit Area. Within thirty (30) days
of acceptance ol the Encanto Drive Slorm Drainby the City, the City and Developer shall enter
into a Sub Agreement for DtF Reimbursement for Storm Drain Facilities lo cover the Encanto
Drive Storm brain and describe the process for obtaining DIF reimbursement. The total DIF
reimbursement shalt be limited to thi maximum amount of $1,627,545.00 for all Storm Drain
Facilities:
3.2.1 Developer shall apply to the City by January 3l of each year for the
Reimbursable Amount requested for the Encanto Drive Storm Drain that was not requested
in a prior calendar year, such Reimbursable Amounl being the total Actual Costs of
Consiruction for the Encanto Drive Storm Drain, minus any reimbursemenls that were
previously provided by the City. Failure of Developer to provide the annual application
ihutt ,oi iesult in iny waiver of Developer's right to reimbursement under lhe
Development Agreement and this Agreement. Any otherwise qualifying Reimbursable
Amouni not requested in any calendar year may be requested in any subsequent calendar
year elected bybeveloper. In addition, Developer shall not be eligible for reimbursement
Lfony olnounit to the ixtent that they otherwise are subject to reimbursement from,bond
proceeds of a Community Facilities District(s) established to fund the Encanto Drive Storm
Drain pursuant to Section 3.2.5 below::
(a) Actual Costs of Construction shall be evidenced by Developer's
submission of paid invoices or other documentation reasonably acceptable to City,
including, to ih" .*t.nt applicable, payment of prevailing wages and other
documentation required for construction of improvements'
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3.2.2 Within forty-five (45) calendar days of receipt of the Developer's notice,
the City will calculate any the DIF storm drain lacility impact fees available lor
reimbursement to Developer lor reimbursemellts requested that calendar year and all prior
calendar years. Such calculation shall include minimum of five percenl (5%) and up to
fifty percent (50%) of the DIF storm drain lacility impact lees collected and otherwise
eligible for that storm drain facility for years l -9 and a minimum of five percent (5%) and
up to one hundred percent (100%) ofthe DIF storm drain facility impact fees lor year 10.
3.2.3 Within forty-five (45) calendar days of receipt and after calculating the
amount of DIF storm drain facility impact fees available, the City rvill pay Developer a
minimum ol five percent (5%) and up to fifty percent (50%) of the amount of DIF storm
drain facility irnpact fees collected from propenies in the Encanlo Drive Benefit Area and
otherwise eligible for the Storm Drain Facilities subject to reimbursement. The amount to
be reimbursed will be determined by the City based on and including but not limited to the
following factors, such as funds available in the DIF accounts, &e slatus and need for other
storm driin facilities identified in the City's capiral Improvement PIan (CIP), the need for
priority projects to address safety issues and whether the facilities submitted for
ieimbursement are eligible facilities. The City may exclude any allowable administrative
costs due for management ofthe fund at issue. In the tenth year ofa reimbursement period,
the City will pay Developer a minimum of five percent (5%) and up to one hundred percent
(100%i of ihe amount of DIF otherwise eligible for lhat Storm Drain frcility.
Notwithstanding anything to the contrary in this Agreement, i[ no event shall the amount
reimbursed to Developer lor a given year exceed the amount requested and determined
eligible for reimbursement by the City.
3.2.4 For the Encanto Drive Storm Drain' the total credits and reimbursements
shall not exceed the dollar amount ofthe Actual CosI of Construction ofsuch improvement.
In addition, Developer shall not be eligble for reinbursement of any amounts lhat
otherwise are subject to reimbursernent from bond proceeds of a Comfirunity Facilities
District(s) esrablished ro lund rhe sronn Drain Facilities pursuanl to Section 3.2.5 below.
3.2.5 At any time during the term of this Agreement, Developer may elect to have
lunds available from a community facilities district ("CFD") formed around all or a portion
of the Property to reimburse all or a portion of the eligible Reimbursable Amount that
Developerias not received reimbursement from the DIF Storm Drain Facility impact fund;
any such reimbursement from cFD funds shall reduce the amount eligible for
reimbursement from DIF Storm Drain Facility impact fees. In order to effecttlale the
parties, intenl and to avoid any possible double counting, concurrently with the
bereloper,s submission of a request to form a CFD for the Property as described above,
Developer shall provide a written analysis to the City Engineer and./or the Public Works
Directoi describing what facilities and amounts, if any, subject to this Agreement would
be covered by the proposed cFD and their relationship to the reimbwsetnents in this
Agreement or any applicable Sub-Agreement. Il any such lacilities and amounts are
idlntified in the writtin analysis, during the timeframe the City reviews the analysis. which
review shall not take longer than ninety (90) days, the City shall not be required to provide
any DIF Storm Drain Faciliry impact fee reimbursements. once the CFD is fonned, the
Developer will process an addendum to this Agreement and, as necessary, to any applicable
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Sgb-Agreement, that describes the amounts that are no longer subject to being reimbursed.
In the event of an inadvertent "double" payment fiom the CFD and this Agreement, the
Developer shall pay back the City within ten (10) days of discovery or notification.
Nothing in this Section 3.2.5 limits Developer's ability to receive reimbursement from the
CFD for the costs ofthe Storm Drain Facilities that are not included in the DIF program
3.3 Annual Reconciliation. Developer and the City shall meet once a year, no earlier
than April I and no later than July I, for the purpose of reconciling the amount of reimbursement
paid by the City for the Storrn Drain Facilities, the amounts assigned to any Comrnunity Facilities
birtrii(.), the amounl ofany credit used by Developer, and the maximum amount ofcredit and
reimbursement still available to be claimed by Developer. City and Developer shalliointly prepare
a document describing the reconciliation amounts which will be used to guide future requests lor
reimbursement.
4. ASSUMPTION OF RISK
4.1 Developer agrees to assume the risk that the Actual Costs olConstruction incurred
in connection with thi construction, installation and/or dedication of each of the improvements
will exceed the identi{ied "Project Cost" for each such improvement.
5, PROCEDURE FOR RELEASE OF SURETIES
5.1 Upon acceptance ofa Storm Drain Facility, a notice ofcompletion for that public
improvement stratt Ue tat en to the City Council, and the City Council shall authorize the City
Engineer to release applicable securities in whole or in part for that Storm Drain Facility; however,
srci ,elease shall noi apply to lhe amounr of security deemed necessary by the City Engineer for
the guarantee and warranty period.
5.2 Prior to the acceptance of the Storm Drain Facilities, the Developer shall be
responsible for maintaining the Storm Drain Facilities in proper operating condition and shall
per'lorm such maintenance as the city Engineer reasonably determines to be necessary.
6. RELATIONSHIP OF PARTIES
6.1 The Parties hereby mutually agree that none of this Agreement, nor any other
entitlement, permit, or upprouoi issued by City for the Property shall operate to create the
relationship of pannerstrip, joint venture, or agency between City and Developer. Developer's
contractorj and subconlractors are exclusively and solely under the control and dominion of
Developer. Nothing herein shall be deemed to rnake Developer. its contractors or subcontractors
an agent, contractor or subcontractor of city.
7. DEFAULTANDREMEDIES.
7 .l specific Performance Avaitable. The Parties acknowledge that money damages
and remedies at law generally are inadequate and specific perlormance is a particularly appropriate
i..eay for tfr. enfo.lemeot-of tlris Agreement and should.be available to Developer and the City
blcaui. the size, nature and scope of the Project, make it impractical or impossible to restore the
prop..ty to its natural condition once implementation of this Agreement has begun. After such
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implementation, Developer and/or CITY may be foreclosed from other choices they may have had
to utilize or condition the uses of the Property or portions thereol Developer and CITY have
invested significant time and resources in performing extensive planning and processing for the
Project and in negotiating and agreeing to the tenns of this Agreement and will be investing even
rnore significant time and resources in implementing the Project in reliance upon the terms of this
Agreement, such that it would be extremely difficult to determine the sum of money which would
adequately compensate Developer and/or CITY for such efforts. The Pa(ies therefore agree that
specific performance shall be the sole remedy available for a breach of this Agreement except as
permitted by Section 7.2 below.
7 .2 Money Damages Unavailable. Developer and CITY shall not be entitled to any
monetary compensation, whether characterized as money damages or injunctive or other relief
competling lhe payment of money, including attorney fees, from the other Party by reason of,
arising out of, based upon, or relating to (a) the interpretation, enforcement, perfonnance, or breach
olany provision of this Agreement, or (b) the respective rights or duties ofany ofthe Parties under
the Development Approvals, the Subsequent Development Approvals, any Development
Requirement, the Land Use Regulations, or the Subsequent Land Use Regulations.
Notwithstanding the toregoing, CITY may recover from Developer any fees owed under or
pursuant to this Agreement; and Developer may recover from CITY the right to exercise any
credits and the right to receive any reimbursements under or pursuant to this Agreement.
8. MISCELLANEOUSPROVISIONS
8.1 Entire Agreement. This Agreement sets lolth and contains the entire
understanding and agreement ol the Parties, and there are no oral or written representations,
lnderstandings or ancillary covenants, undertakings or agreements which are nol contained or
expressly refened to herein. No testimony or evidence ofany such representations, understandings
or covenants shall be admissible in any proceeding ofany kind or nature to interpret or detemine
the terms or conditions of this Agreement. Notwithstanding anything to lhe contrary in Section
8. I , if a conflict exists belween the terms of this Agreement and the Development Agreement, the
terms of the Development Agreement shall control.
s.2 Severability. lf any term, provision, covenant, or condition of this Agreement is
held by a court of competent iurisdiction to be invalid, void, or unenforceable, the remaining
provisions of this Agreement shall continue in full force and effect, unless and to the extent the
rights and obligations olany Party has been materially allered or abridged by such holding.
8.3 Interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and interpreted in accordance with the laws ofthe State of Califorr,ia-
Any dispute berween CITY and Developer over this Agreement shall be filed, and tried, in the
Superior Coun of the County of Riverside. This Agreement shall be construed as a whole
according to its fair langUage and comrnon meaning to achieve the ob.lectives and purposes ol the
Parties hereto, and the rule of construction to the eflect that ambiguities are 1o be resolved against
the drafling Party or in favor ofCITY shall nol be employed in interpreting this Agreement, each
ofthe Parties having been represented by counsel in the negotiation and preparation hereoi
()
8.4 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
8.5 Singular and Plural. As used herein, thesingularof anyword includes the plural.
8.6 Time ofEssence. Time is ofthe essence in the performance ofthe provisions of
this Agreement as to which time is an element.
8-7 Waiver. Failure of a Party to insist upon the strict perlormance of any of the
provisions ofthis Agreement by the other Party, or the failure by a Party to exercise its rights upon
the Default of the other Party, shall not constitute a waiver of such Party's right to insist and
demand strict compliance by the other Party with the terms of this Agreement thereafter.
8.8 No Third Party Beneficiaries. This Agreement is made and entered into for the
sole protection and benefit for the Parties and their successors and assigns. No other Person shall
have any right ofaction based npon any provision of this Agreement.
8.9 Extension of Time Limits. The time limits set fonh in this Agreement may be
extended by mutrral consenl in writing of the Pa(ies withoul amendment to this Agreement.
Except as otherwise specified in this Agreement, each Party may agree or refuse 10 agree to any
extension of time in its sole and absolute discretion.
8.10 Mutual Covenants. The covenants contained herein are mutual covenants and also
constitute conditions to the concunent or subsequent performance by the Party benefited thereby
of the covenants to be performed hereunder by such benefited Party.
8.ll Counterparts. This Agreement may be executed by the Parties in counterpa(s,
which counlerparts shall be construed logether and have the same effect as if each of the Parties
had executed the same instrument.
8.12 Jurisdiction and Venue. Any action at law or in equity arising under this
Agreement or brought by any Party hereto for the purpose ofenlorcing, construing or determining
the validity olany provision of this Agreement shall be filed and tried in the Superior Court ofthe
County of Riverside, State of California, and the Panies hereto waive all provisions of law
providing for the filing, removal or change of venue to any other court.
8.1 3 Further Actions and Instruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contenrplated hereunder in the performance
ol all obligations under this Agreement and the satisfaction of the conditions of this Agreement.
Upon the request of either Party at any time, the other Party shall promptly execute, with
acknowledgment or affidavit if reasonably required, and file or record such required instruments
and writings and take any actions as may be reasonably necessary under the terms of this
Agreement to carry out the intent and to fullltl the provisions ofthis Agreement or to evidence or
consunnnate the transactions contemplated by this Agreement.
8.14 Amendments in Writing/Cooperation. This Agreement may be amended only
by written consent ol both Parties specifically approving the amendment and in accordance with
the Government Code provisions for the amendment of Development Agreements. The Parties
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Docusign Envelope lD 27683990-15OC-495E-846C 3DA55DD96DED
shall cooperate in good faith with respect Lo any amendment proposed in order to clari$., the intent
and application ol this Agreement, and shall treat any such proposal on its own merits, and not as
a basis for the introduction oI unrelated lualters.
8.15 Termination. In the event that the underlying Development Agreement is
teminated, then the obligations under this Agreement shall terminate as well. For avoidance of
doubt, such termination shall not impact Developer's rights to reimbursements that are available
under the City's Munrcipal Code for the Storm Drain Facilities without co[sideratjon of the
Development Agreement. Nor shall such termination impact Developer's light to credits in
accordance with Section 5.2. I ol the DevelopmeLrt Agreement.
tl. | (r Authority to Execut€. The Person or Persons executing this Agreement on behalf
of Developer warrants and represents thal he/they have the authority to execute this Agreement on
behalf of his/their corporation, parlnership or business entity and warrants and represents that
he/they has/have the authority to bind DEVELOPER to the performance of its obligations
hereunder.
IN WITNESS WHER-EOF, the Parties hereto have executed this Agreement on lhe day
and year first sel forth above.
CI.I.Y: CITY OF MENIFEE
By
City Manager
ATl'EST
llv
t?...,^
APPR TO FORN'I:
B_v
(SEAL)
DEVELOPER: BLC FLEMING LL(],
Delaware limited liability
company.
See Att ched Signature Page
a
By
Titte
By
See Attached Signature Page
8
See Attached Signature Page
CITY: CITY OF MENI E
By
City Mana CI
ATTEST
By
City Clerk
APPROVED AS TO FORM
By
City Attorney
(SEAL)
DEVELOPER: BLC FLEMING LLC,
Delaware limited liabilitY
company.
By
Title
By
See Attached Signature Page
See Attached Signature Page
I
IJ
See Attached Signature Page
shallcooperate in good faith with respect to any amendrnent proposed in order to clarify the intent
and application of this Agreement, and shall treat any such proposal on its own urerits, and not as
a basis for the introduction of unrelated matters.
8.15 Termination. In the event that the underlying Development Agreement is
terminated, then the obligations under this Agreement shall terminate as well. For avoidance of
doubt, such termination shall not impact Developer's rights to reimbursements that are available
under the City's Municipal Code for the Storm Drain Facilities without consideration of the
Development Agreement. Nor shall such termination irnpact Developer's right to credits in
accordance with Section 5.2.1 olthe Development Agreement.
8.16 Authority to Execute. The Person or Persons executing this Agreement on behalf
ofDeveloper warrants and represents that he/they have the authority to execute this Agreement on
behalf of his/their corporation, partnership or business entity and warrants and represents that
heithey has/have the authority to bind DEVELOPER to the perlormance of its obligations
hereunder.
IN WITNESS WHEREOF, the Pa(ies hereto have executed this Agreement on the day
and year first set forth above.
Title See Attached Signa ture Page
IALL SIGNATURES SHALL BE NOTAzuZED. EXECUTION ON BEHALF OF ANY
COR}ORATION SHALL BE BY TWO CORPORATE OFFICERS.I
9
SIGNATURE PAGE TO
MASTER TEGADO DIF REIMBURSEMENT AGREEMENT
FOR STORM DRAIN FACILITIES
Proiect Name: Fleming Ranch (aka tegado)
BLC FLEMING LLC,
a Delaware limited liability company
By:Bristol Land Company LLC,
a Delaware limited liability company lts
Authorized Agent
Joh n R. Patterson
Its: Authorized Agent and Signatory
By
By ,/V,^L ,-Lt
Noah Shih
Its: Authorized Agent and Signatory
ll
Dated: ?-lLz-l24LL--------.------i-
A notary public or other officer completing this certificate verifies only the identity ofthe
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity ofthat document.
State of Califomia
SS
County of Orange
On February 22,2022, before me, Niki Kristine Mattice, Notary Public, personally
appeared John R. Patterson and Noah Shih, who proved to me on the basis of satisfactory
evidence to be the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities, and that
by their signatures on the instrument the persons, or the entity upon behalfolwhich the
persons acted, executed the instrument.
Witness my hand and official seal
)
)
)
I
xtxr xRtSTtilE ,aaITtcE
NotaryPubli( Crliforni.
Orante County
Cohmiarion r 224692l
rly Comm. treire. Jun 21, 2022Signature of Notary
Name: Niki Kristine Mattice
Commission #: 2246923
Commission expiration: June 21, 2022
(Seat)
I certifo under PENALTY OF PERJURY under the laws of the State of Califomia
that the foregoing paragraph is true and correct.
below:
Master Developer Name
Assignee's Name:
Lots Owned by Assignee:
Amount of Assigned Fee Credits:
Fee Credit Balance Held by Master Developer
under Agreement Before Assignment:
Fee Credit Balance Held by Master Developer
under Agreement After Assignment:
MASTERDEVELOPER: ASSIGNEE:
By:By:
Tract LotS
ti
$
S
a
Name
Title:
Nlaster Developer Contact:
Name
Address
Name:-
n^ra'
Tirle:
Date:
Assignee Contact:
Name
Address:-
TelephoneTelephone:
l0
EXHIBIT D
FORM OF CERTIFICATE OF ASSIGNMENT AND
TRANSFER OF FEE CREDITS
The undersigned Master Developer, as the holder of cerlain DIF storm drain facility fee credits
("Fee Credits") under the lMaster or Name of Sub-Agreementl Legado DIF Reimbursement
Agreement for Storm Drain Facilities between Master Developer for Master Developer's
piedecessor in inrerest) and the City of Menifee, dated
-
(the "Agreement"), hereby
assigns, transfers and conveys to the undersigned Assignee the amount of Fee Credits as indicated
E-Mail E-Mai[:
Acknowledeed Bv:
CITY OF MENIFEE
D
Name:
ll
EXHIBIT ''A.,
LEGAL DESCRIPTION
IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING A PORTION OF
SECTION 22, TOVVI]SHIP 6 SOUTH, RANGE 3 WEST, S,B.M,, BEING MORE PARTICULARLY DESCRIEEO
AS FOLLOWS:
PARCEL'A"
BEGINNING AT THE MOST NORTHEASTERLY CORNER OF SAIO SECTION 22;
THENCE ALONG THE EASTERLY LINE OF SAID SECTION, SOUTH OO" 08'04' EAST, 2694,46 FEET, TO
THE CENTERLINE OF CHAMBERS ROAD (44,00 FEET HALF \MDTH);
THENCE ALONG SAID LINE, NORTH 88' 30' 09' WEST, 2629.46 FEET TO THE CENTERLINE
INTERSECTION OF CHAMBERS ROAD AND SHERMAN ROAO;
THENCE CONTINUING ALONG SAID CENTERLINE NORTH 88'30 32'VVEST, 1027.89 FEET;
THENCE LEAVING SAIO LINE SOUTH OO'07'5,I" EAST,593.64 FEET;
THENCE NORTH 89" 02' 28" VVEST, 941.58 FEET;
THENCE NORTH 89'44'20" VVEST, 82,09 FEETi
THENCE NORTH OO" (N'58" WEST, 3OO.O3 FEET;
THENCE NORTH 89" 01'24'WEST, 475,95 FEET TO THE EASTERLY RIGHT OF WAY LINE OF ENCANTO
DRIVE (3O.OO FEET HALF WDTH);
THENCE ALONG SAID RIGHT OF WAY LINE NORTH 01" 'I3'02" \AiEST, 168 98 FEET TO THE BEGINNING
OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 11969.56 FEET :
THENCE NORTHERLY ALONG SAID CURVE 239.42 FEETTHROUGH A CENTRAL ANGLE OF 01" @"16";
THENCE NORTH OO'05'04" WEST, 1771.50 FEE\
THENCE LEAVING SAIO RIGHT OF WAY LINE NORTH 89" 55 33'EAST IOO.OO FEET;
THENCE NORTH OO'05'04'WEST, 60.00 FEET;
THEI{CE SOUTH 89" 55' 33' WEST, IOO.OO FEET TO THE EASTERLY RIGHT OF WAY LINE OF ENCANTO
DRIVE (3O.OO FEET HALF WOTH);
PRERARED BY:K&A ENGINEERING
357 N. SHERIDAN ST.
coRoNA, cA 92880
DATE EXHIBIT PREPARED: APRIL 3, 2O2O
10F4
EXHIBIT "A"
LEGAL DESCRIPTION
THENCE ALONG SAIO RIGHT OF WAY LINE NORTH OO" 05'04" \AIEST,435,OO FEET;
THENCE LEAVING SAID LINE SOUTH 89' 18'51" EAST. 185.90 FEETi
THENCE NORTH 00" 05'40" WEST, 255.28 FEET TOTHE CENTERLTNE OF ROUSE ROAD (50.00 FEET
HALF WIDTH);
THENCE CONTINUING ALONG SAID CENTERLINE SOUTH 89' 18'45" EAST, 1031.61 FEET TO THE
CENTERLINE INTERSECTION OF ROUSE ROAD AND TRUIVIBLE ROAO;
THENCE ALONG SAID CENTERLINE OF ROUSE ROAO SOUTH 89' 18' 49' EAST, 1313.99 FEET TO THE
CENTERLINE INTERSECIION OF ROUSE ROAD AND SHERMAN ROAD;
THENCE CONTINUING ALONG SAID CENTERLINE SOUTH 89" 18'54" EAST,2627.27 FEET TO THE
POINT OF BEGINNING;
CONTAINS 33,I.01 ACRES, MORE OR LESS
EXCEPTING 3 PARCELS THEREFROM, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST SOUTHYVESTERLY CORNER OF PARCEL '4";
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 'A', NORTH OO' (x' 58' WEST, 554,12 FEET TO
A POINT 50.OO FEET SOUTH OF THE CENTERLINE OF CHAMBERS ROAD;
THENCE PARALLEL WTH THE CENTERLINE OF CHAMBERS ROAD, SOUTH 88" 30'32' EAST, 82,12
FEET:
THENCE SOUTH OO' 04' 58' EAST, 552,36 FEET TO AN ANGLE POINT IN THE SOUTHERLY LINE OF SAID
PARCEL'A"i
THENGE ALoNG THE SOUTHERLY LINE OF SAID PARCEL 'A', NORTH 89' ,14' 20' VVEST, 82.09 FEET TO
THE POINT OF BEGINNING;
CONTAINS 1.04 ACRES, MORE OR LESS
K&A ENGINEERING
357 N. SHERIDAN ST.
coRoNA, cA 92880
PRERAREO BY:
20F4
DATE EXHIBIT PREPAREDT APRIL 3, 2020
PARCEL 1
EXHIBIT "A,'
LEGAL DESCRIPTION
PARCEL 2
BEGINNING AT THE MOST NORTHVVESTERLY CORNER OF PARCEL 1;
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 1, SOUTH OO' 04' 58" EAST, 254.09 FEET TO AN
ANGLE POINT IN SAIO PARCEL'A';
THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL "A", NORTH 89. 01. 24, VVEST. ,142.92 FEET
TO A POINT 63.00 FEET EAST OF THE CENTERLINE OF ENCANTO DRIVEi
THENCE PARALLEL WTH THE CENTERLINE OF ENCANTO DRIVE, NORTH O1' 13' 02" WEST, 170,25
FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF
11936.56 FEET;
THENCE NORTHERLY ALONG SAID CURVE 66.39 FEET THROUGH A CENTRALANGLE OF OO" 19'07'TO
THE SOUTHWESTERLY CORNER OF THE SOUTHERLY CORNER CUTBACK OF CHAMBERS ROAD AND
ENCANTO DRIVE:
THENCE ALONG SAID CORNER CUTBACK NORTH U" 27' 45" EAST,25,73 FEET TO THE
NORTHEASTERLY CORNER OF SAID CORNER CUTBACK, SAID POINT BEING 50.OO FEET SOUTH OF
THE CENTERLINE OF CHAMBERS ROAD i
THENCE PARALLEL W|TH THE CENTERLINE OF CHAMBERS ROAD, SOUTH 88" 30' 32" EAST, 432.S4
FEET TO THE POINT OF BEGINNING;
CONTAINS 2.62 ACRES, MORE OR LESS
BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID PARCEL "A', SAID POINT BEING THE
NORTHERLY ENO OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 1 1S69.56 FEET;
THENCE PERPENDICULAR TO THE CENTERLINE OF ENCANTO DRIVE, NORTH 89'54'56" EAST. 33,00
FEEI TO THE TRUE POINT OF BEGINNING ;
THENCE PARALLEL WTH THE CENTERLINE OF ENCANTO DRIVE, NORTH OO'05'o4"WEST. 1714.35
FEET;
THENCE SOUTH 57" 42' 36" EAST, 511.66 FEET;
THENCE NORTH 89" 54' 56' EAST, 37.87 FEET;
K&A ENGINEERING
357 N. SHERIOAN ST
coRoNA, cA 92880
PRERARED BY:
30f4
DATE EXHIBIT PREPARED: APRIL 3, 2020
PARCEL 3
EXHIBIT,,A"
LEGAL DESCRIPTION
THENCE SOUTH OO'05'04' EAST, 15O4,OO FEET TO A POINT 5O.OO FEET NORTH OF THE CENTERLINE
OF CHAMBERS ROAO:
THENCE PARALLEL WTH THE CENTERLINE OF CHAMBERS ROAD, NORTH 88" 30'32" VVEST,456.75
FEET To THE SOUTHEASTERLY CORNER OF THE NORTHERLY CORNER CUTBACK OF CHAI\,IBERS
ROAO AND ENCANTO DRIVE:
THENCE ALONG SAID CORNER CUTEACK NORTH 32' 36' 03'WEST, 24,89 FEET TO THE
NORTHVVESTERLY CORNER OF SAID CORNER CUTBACK, SAID POINT BEING 63.00 FEET EAST OF THE
CENTERLINE OF ENCANTO ORIVE ANO ALSO BEING THE B EGINNING OF A NON.TANGENT CURVE,
CONCAVE EASTERLY, HAVING A RAOIUS OF 11936.56 FEET. TO \A/}IICH A RAOIAL LINE BEARS
SOUTH 89' 45' 56'' WEST:
THENGE NORTHERLY ALONG SAID CURVE 30.07 FEET THROUGH A CENTRAL ANGLE OF OO" 08' 40" TO
THE TRUE POINT OF BEGINNING i
CONTAINS 17.51 ACRES, MORE OR LESS
AS SHOWN ON EXHIBIT "B', ATTACHED HERETO AND MADE A PART THEREOF
7.O 7/O70
ROB BLUME
P.L.S. NO. 9154
REG. EXP. 03/3121
PRERARED BY:K&A ENGINEERING
357 N. SHERIDAN 5T.
coRoNA, cA 92E80
DATE EXHIBIT PREPAREDT APRIL 3, 2020
40F4
No.9154
Exp. 3/$ /21
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125 N00n4'58"W 554.12'
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s68'J0'32.E 515.06'
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SECTION 22, TOWNSI{IP 5 SOUTH, RANGE 7 WEsT, S,B.M.
DATE EXHIBIT PREPARED: APRIL 3, 2020
Ery.3/31/21
9154
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PARCEL "A"
DETAIL
SCAI l'=,t00'
SUB AGREENTENT FO R DIF REIMBURSDMENT
OF STO RM DRAIN FACILITIES
This Sub Agreement lor DIF Reimbursement of Storm Drain Facilities (hereinafter
"Agreement") is entered into on
-,
2022 (the "Effective Date"), by and between the CITY
OF MENIFEE (hereinafler "City"), a municipal corporation of the State of Califomia, and BLC
FLEMING LLC, a Delaware limited liability company (hereina lter " Developei')-
RECITALS
A. Developer owns all of the real property described on E[LiU!f\ and depicted
on [!ib jlp to the Mas(er Agreement for DIF Reimbursemenq consisting of approximately 33 I
acres of land located in the City of Menifee, County of Riverside, State of California, more
particularly described in the legal description attached to the Master Agreement for DIF
Reimbursement as BhDi! r\ ("Properly").
B. On or about ]nne 4, 2020, the City and Developer entered into that certain
Development Agreement (the "Development Agreemenl") pertaining to the Property, whlch
described in further detail in the various Planning and Zoning Approvals for the Project on the
Property, including the Legado Specific Plan, Change ofZone, and multiple Tentative Tract Maps
(col lectively, the " D e ve l o p n e n l A pp r ova l s" ot the " P roi e c l" ).
C. As part of processing the Project, Developer has been conditioned to construct
certain Storm Drain Facilities, as more specifically described in the Development Approvals and
Exhibit F of the Development Agreement;
D. Because the projected cost ofthe Storm Drain Facilities was expected to exceed the
Developer's fair share of Development Impact Fees ("DIF"), as described in Section 5.2 of the
Development Agreement, the Developer and the City were to enter into a reimbursement
agreement for the purpose ofproviding for reimbursements to the Developer out of DIF.
E. On or about February
-,
2022, the City and Developer entered into that certain
Master Legado DIF Reimbursement for Storm Drain Facilities ( Master Reimbursement
Agreement") to create a stmctured process for obtaining reimbursements and credits fiom the City
for the Encanto Drive Storm Drain, which includes the execution of a Sub Agreement for each
facility within thirty (30) days after the city accepts the Encanto Drive Storm Drain, as identified
in Exhibit F to the Development Agreement;
F. On or about , the City processed a Notice of Completion for
the and the parties now intend to enter into a Sub Agreement for said
facility(ies)
EXHIBIT C
AGREEMENT
NOW, THEREFORE. in consideration of the above recitals and of the mutual covenants
hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
l.l Definitions. This Agreement uses a number of terms having specific meanings, as
defined below. Terms undefined in this Agreement shall have the same meanings as used in the
Development Agreement.
1.2 Exhibits. The following documents are attached hereto, and by this reference made
a part of, this Agreement:
ft![ill - Notice(s) of Completion
2. TERM
3 REIMBIJRSEMENT
3.1 Pursuant to Section 5.2.2 ofthe Development Agreement, Developer is also eligible
lor reimbursements of DIF storm drain facility fees from the City based on DIF storm drain facility
fees received from other properly owners that would otherwise have been used to fund the Encanto
Drive Storm Drain. Reimbursements may only come from storm drain facility impact fees
collected by the City from properlies in the Encanto Drive Benefit Area. Within thirty (30) days
of acceptance of the Encanto Drive Storm Drain by the City, the City and Developer shall enter
into a Sub Agreement for DIF Reimbursement lor Storm Drain Facilities to cover lhe Encanto
Drive Storm Drain and describe the process for obtaining DIF reimbursement. The total DIF
reimbursement shall be limited to the nraximum amount of $1,627,545.00 for all Storm Drain
Facilities:
3.1.t Developer shall apply to the City by January 3l of each year for the
Reimbursable Amount requested forthe Encanto Drive Storm Drain that was not requested
in a prior calendar year, such Reimbursable Amount. being the total Acnral Costs ol
Construction for the Encanto Drive Storm Drain, minus any reimbursemellts that were
previously provided by the Ciry. Failure of Developer to provide the annual application
shall not resuh in any waiver of Developer's right to reimbursement under the
Development Agreement and this Agreement. Any otherwise qualifuing Reimbursable
Amount not requested in any calendar year may be requesled in any subsequent calendar
year elected by Developer. In addition, Developer shall not be eligible for reimbursement
ofany amounts to the extent that they otherwise are subject to reimbursement from bond
proceeds of a Community Facilities District(s) established to fund the Storm Drain
Facilities pursuant to Section 3.2.5 of the Master Reimbrtrsement Agreement::
2
I. DEFINITIONS AND EXHIBITS.
2.1 The term of this Agreement (Term") shall commence on the Effective Date and
continue thereafter for a period of ten ( l0) years.
(a) Actual Cosls of Construction shall be evidenced by Developer's
submission ofpaid invoices or other documentation reasonably acceptable to City,
including, to the extent applicable, payment of prevailing wages and other
documentation required for construction of improvements.
3.1.2 Within forty-five (45) calendar days of receipt ofthe Developer's notice,
the City will calculate any the DIF storm drain facility impact fees available for
reimbursement to Developer for reimbursements requested that calendar year and all prior
calendar years. Such calculation shall include minimum of five percent (5%) and up to
fifty percent (50%) of the DIF storm drain facility impact fees collected and otherwise
eligible for that storm drain facility for years l-9 and a minimum offive percent (5%) and
up to one hundred percent (100%) ofthe DIF storm drain facility impact fees for year 10.
3.L3 Within forty-five (45) calendar days of receipt and after calculating the
amount of DIF storm drain lacility impact fees available, the City will pay Developer a
minimum of five percent (5%) and up to fifty percent (50%) of the amount of DIF storm
drain lacility impact fees collected from properties in the Encanto Drive Benefit Area and
otherwise eligible for the Storm Drain Facilities subject to reimbursement. The amount to
be reimbursed will be determined by the City based on and including but not limited to the
following factors, such as funds available in the DIF accounts, the status and need for other
storm drain lacilities identified in the City's Capital Improvement Plan (CIP), the need for
priority projects to address safety issues and whether the facilities submitted lor
reinrbursenrent are eligible facilities. The City nay exclude any allowable administrative
costs due for management ofthe fund al issue. [n the tentl] year ofa reimbursement period,
the City will pay Developer a mininrum offive percent (5%) and up to one hundred percent
( 100%) of the amount of DIF otherwise eligible lbr that Stonn Drain facility.
Notwithstanding anything to the contrary in this Agreement, in no event shall the amount
reimbursed to Developer for a given year exCeed the amount requested and determined
eligible for reimbursement by the City.
3.1.4 For lhe Encanlo Drive Storm Drain, the total credits and reimbursements
shall not exceed the dollar amount ofthe Actual Cost ofConstruction ofsuch improvement.
In addition, Developer shall not be eligble for reimbursement of any amounts lhat
otherwise are subject to reimbursement from bond proceeds of a Community Facilities
District(s) established to frrnd the Storm Drain Facilities pursuant to Section 3.2.5 of the
Master Reimbttrsement Agreement.
3.1.5 The rights to reimbursement under this Agreemenl are personal to
Developer. If more than one entity is a lee owner of the Property, BLC Fleming LLC
("Master Developer") shall have lhe right to all reimbursements under this
Agreement. Master Developer shall also have the right to designate any owner of the
nroperty as the successor Master Developer by providing City written notice of such
designation.
3.2 Annual Reconciliation. Developer and the city shall meet once a year, no earlier
than April I and no later than July l, for the purpose ofreconciling the amount of reimbursement
paid by the City for the Storm Drain Facilities, the amounts assigned to any Community Facilities
3
4.ASSUMPTION OF RISK
4.1 Developer agrees to assume the risk that the Actual Costs ofConstnrction incuned
in connection with the construction, installation and/or dedication of each of the improvements
will exceed the identitied "Proiect Cost" lor each such improvernenl.
5. RELATIONSHIP OF PARTIES
5.1 The Parties hereby mutually agree that none of this Agreement, nor any other
entitlement, permit, or approval issued by City for the Property shall operate to create the
relationship of partnership, joint venture, or agency between City and Developer. Developer's
contractors and subcontractors are exclusively and solely under the control and dorninion of
Developer. Nothing herein shall be deemed to make Developer, its contractors or subcontractors
an agent, contractor or subcontractor of city.
(I, DEFAULT AND REMEDIES.
6.1 Specific Performance Available. The Panies acknowledge that money damages
and remedies at law generally are inadequate and specific performance is a particularly appropriate
rernedy for the enforcement ofthis Agreement and should be available to Developer and the City
because the size, nature and scope of the Project, make it impractical or impossible to restore the
Property to its natural condition once implementation of this Agreement has begun. After such
implementation, Developer and/or CITY may be foreclosed from other choices they may have had
to utilize or condition the uses of the Property or portions thereof. Developer and CITY have
invested significanl time and resources in performing extensive planning and processing for the
Proiect and in negotiating and agreeing to the tenns of this Agreernent and will be investing even
more srglificant time and resources in implernenting the Project in reliance upon lhe terms ol this
Agreement, such that it would be extremely difficult to determine the sum of money which would
adequately compensate Developer and./or CITY lor such efforls. The Parties therefore agree that
specific performance shall be the sole remedy available for a breach of this Agreement except as
permitted by Section 6.2 below.
6.2 Money Damages Unavailable. Developer and City shall not be entitled to any
monetary compensation, whether characterized as money damages or injunctive or other relief
compelling the payment of money, including attorney fees, from the other Party by reason of,
arising ouiof, based upon, or relating to (a) the interpretation, enforcement, perfonnance, or breach
ofany provision ofthis Ageement, or (b) the respective rights or duties ofany ofthe Parties under
the bivelopment Approvals, the Subsequent Development Approvals, any Development
Requirement, the Land Use Regulations, or the Subsequent Land Use Regulalions.
Notwithstanding the loregoing, CITY may recover from Developer any fees owed under or
pursuanl to thii Agreement; and Developer may recover from CITY the dollar amount of any
4
District(s), the amount of any credit used by Developer, and the maximum amount of credit still
available to be claimed by Developer. City and Developer shall jointly prepare a document
describing the reconciliation amounls which will be used to guide luture requesls for
reimbursement.
reimbursemenls due under or pursuant to this A$eement and the right to exercise any credits due
under or pursuant to this Agreement.
7. MISCELLANEOUSPROVISIONS.
7.1 Entire Agreement. This Agreement sets forth and contains the entire
understanding And agreemenl Ol the Parties, and there are no oral or written representations,
understandings or ancillary covenants, undertakings Or agreements whiCh are not contained or
expressly relerred to herein. No testimony or evidence ofany such representations, understandings
or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine
the terms or conditions ofthis Agreement.
7 .2 Severability. lf any term, provision, covenant, or condition of this Agreement is
held by a courl of competent .iurisdiction to be invalid, void, or unenforceable, the remaining
provisions of this Agreement shall continue in full force and effect, unless and to the extent the
rights and obligations ofany Party has been materially altered or abridged by such holding.
7.3 Interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and interpreted in accordance with the laws of the State ofCalifornia-
Any dispute between City and Developer over this Agreement shall be filed, and tried, in the
Superioi Coun of the County of Riverside. This Agreement shall be construed as a whole
aciording to its fair langrrage and common meaning to achieve the obiectives and purposes ofthe
parties hireto, and the rule of construction to the ellect that ambiguities are to be resolved agaillst
the dratting Party or in lavor of City shall not be employed in interpreting this A$eement, each ol
the Parties having been represented by counsel in the negotiation and preparation hereof.
7.4 Section Headings. All section headings and subheadings are inser{ed lor
convenience only and shall not affect any construction Or interpretation of this Agreement.
7.5 Singularand Plural. Asused herein, the singular of any word includes the plural'
7 .6 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which tinle is an element.
7.7 Waiver. Failure of a Party to insist upon the strict performance of any of the
provisions ol'this Agreement by the other Party, or the failure by a Party to exercise its rights upon
ihe Default of the other Party, shall not constitute a waiver of such Party's right to insist and
demand strict compliance by the other Party with the terms of this Agreernent therealter.
7.8 No Third Party Beneliciaries. This Agreement is made and entered into for the
sole protection and benefi1 for the Parties and their successors and assigns. No other Person shall
have any right ofaction based upon any provision ofthis Agreement.
7.9 Extension of Time Limits- The time limits set forth in this Agreement may be
exlended by mutual consent in writing of the Parties without amendment to this Agreement.
Except as otherwise specified in this Agreement, each Pa(y may agree or refuse to aglee to any
extension of time in its sole and absolute discretion.
5
7.10 Mutual Covenants. The covenants contained herein are mutual covenants and also
constitute conditions to the concunent or subsequent performance by the Party benefited thereby
of the covenants to be performed hereunder by such benefited Party.
7.ll Counterparts. This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed together and have the same effect as iI each of the Parties
had executed the same instrument.
7.12 Jurisdiction and Venue. Any action aI law or in equity arising under this
Agreement or broughl by any Party hereto for the purpose ofenforcing, construing or determining
the validity ofany provision olthis Agreement shall be filed and tried in the Superior Court ofthe
County of Riverside, State of California, and the Parties hereto waive all provisions of law
providing for the filing, removal or change ofvenue to any other court.
7 .13 Further Actions and Instruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the performance
of all obligations under this Agreement and the satisfaction of the conditions of this Agreement.
Upon the request of either Party at any time, the other Parry shall prornptly execute, witli
acknowledgment or alfidavit if reasonably required, and file or record such required inslruments
and writings and take any actions as may be reasonably necessary under the terms of this
ABreement 10 carry out the intent and to fulfill the provisions of this Agreement or to evidence or
consummate the transactions contemplated by this Agreement.
7.14 Amendments in Writing/Cooperation. This Agreement may be amended only
by written consent ofboth Parties specifically approving lhe amendment and in accordance with
Ihe Government Code provisions for the amendment of Development Agreements. The Parties
shall cooperate in good faith with respecl to any amendment proposed in order to clari$l the intent
and application of this Agreement, and shall treat any such proposal on its own merits, and not as
a basis lor the introduction of unrelated matters.
7.15 Termination. In the event that the underlying Development Agreement is
terminated, then the obligations under this Agreement shall terminate as well. For avoidance of
doubt, such tennination shall not impact Developer's rights to reimbursements that are available
under the City's Municipal Code for the Storm Drain Facilities without consideration of the
Development Agreement. Nor shall such termination impact Developer's right to credits in
accordance with Section 5.2. I ol the Development Agreement.
7 .16 Authorit-v to Execute. The Person or Persons execuling tltis Agreement on behall
olDeveloper rvanants and represents that he/they have the authority 10 execute this Agreement on
behalf of his/their corporation, partnership or business entity and warrants and represents that
he/they has/have the authority to bind Developer to the performance of its obligations hereunder.
6
IN WITNESS WHEREOF, the Panies hereto have executed this Ageement on the day
and year first set forth above.
CITY: CITY OF MENIFEE
By
City Manager
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
(SEAL)
DEVELOPER: BLC FLEMING LLC,
Delaware limited liabilitY
company.
By
Title
By
Tide
[ALL SIGNATURES SHALL BE NOTARIZED. EXECUTION ON BEHALF OF ANY
tonponaroN SHALL BE BY Two coRloRATE oFFICERS.I
al
7
EXHIBIT D
FORM OF CERTIFICATE OF ASSIGNMENT AND
TR{NSFER OF FEE CREDITS
The undersigned Master Developer, as the holder ol certain DIF storm drain facility fee credis
("Fee Credits") under the lMaster or Nane of Sub-Agreemenll Legado DIF Reimbursement
Agreemenl for Storm Drain Facilities between Master Developer [or Master Developer";
piedecessor in interestl and the City of Menifee, dated
-
(the "Agreement"), hereby
assigns, transfers and conveys to the undersigned Assignee the amount of Fee Credits as indicated
below:
Master Developer Name
Assignee's Name:
Lots Owned by Assignee:
Amount of Assigned Fee Credits:
Fee Credit Balance Held by Master Developer
under Agreement Before Assignment:
Fee Credit Balance Held by Master Developer
under Agreement After Assignment:
MASTERDEVELOPER: ASSIGNEE:
By By
$
S
$
n"to
-
Name
Title:
Master Developer Contact:
Date:
Name
Title:
Assignee Contact:
Name:-................--
Address:....................--
Name:-
Address
Telephone Telephone:
Tract_Lols--
E-Mail:E-Mail:
Acknowledqed Bv:
CITY OT'MENIFEE
By
Ncme:-