Item 10.11 - Second Amendment to Quimby Agreement (Exhibit D)2671/031858-0001
18473493.1 a11/03/22
SECOND AMENDMENT TO QUIMBY MITIGATION AGREEMENT
BY AND BETWEEN
CITY OF MENIFEE
(AS SUCCESSOR IN INTEREST TO COUNTY SERVICE AREA 145)
AND
LENNAR HOMES OF CALIFORNIA, LLC
(AS SUCCESSOR IN INTEREST TO PACIFIC COMMUNITIES)
FOR THE DEDICATION OF PUBLIC PARK
SPECIFIC PLAN 140-W (NEWPORT ESTATES) AKA: PACIFIC MAYFIELD
THIS SECOND AMENDMENT TO THE QUIMBY MITIGATION AGREEMENT
(“Second Amendment”) is dated as of November 16, 2022, for reference purposes only, and is
entered into by and between the City of Menifee, a California municipal corporation (the “City”)
and Lennar Homes of California, LLC, a California limited liability company (the “Developer”).
RECITALS
WHEREAS, in or around August 2007, Pacific Communities, as developer, and County’s
County Service Area 145 (“CSA 145”) entered into that certain Quimby Park Mitigation
Agreement (the “Quimby Agreement”) for the Dedication of Public Parks in the area covered by
Specific Plan #140-W, which includes Planning Area 6B; and
WHEREAS, Section I.B. of the Quimby Agreement imposes certain timing requirements
for the design, construction, and acceptance of public parks in Planning Area 6B of Specific Plan
#140-W; and
WHEREAS, effective October 1, 2008, the City of Menifee (“City”) incorporated as a
general law city; and
WHEREAS, since the City’s incorporation, Specific Plan #140-W and TTM 28786-28794
have been located within the City’s jurisdiction, CSA 145 has been dissolved, and the City became
the successor in interest to CSA 145 (see LAFCO Resolution No. 113-07, adopted October 25,
2007); and
WHEREAS, on or about November 18, 2015, the Quimby Agreement was revised to
extend the deadlines set forth therein for the public park in Planning Area 6B of Specific Plan
#140-W as stated in the First Amendment to Quimby Mitigation Agreement for the Dedication of
Public Parks in the area covered by Specific Plan #140-W, which includes Planning Area 6B
(“First Amendment to the Quimby Agreement”); and
WHEREAS, in or about September 2020, Lennar Homes of California, LLC, acquired
from Pacific Communities property within TTM 28786-28794 and became the successor in
interest to Pacific Communities for purposes of the Quimby Agreement and the First Amendment
to the Quimby Agreement; and
WHEREAS, the Developer and the City have agreed to extend the deadlines set forth in
Section I.B. of the Quimby Agreement, as amended by First Amendment to the Quimby
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Agreement, to ensure that the Developer can continue to receive a specified number of building
permits during the construction of the public park in Planning Area 6B of Specific Plan #140-W.
AGREEMENT
NOW, THEREFORE, in furtherance of the Recitals stated above, incorporated herein by
this reference, and the mutual covenants set forth below, the Developer and the City hereby amend
the Quimby Agreement, as amended by the First Amendment to the Quimby Agreement, and
agree, promise, and declare as follows:
1. Successor in Interest. As of September 2020, Lennar Homes of California, LLC is
Pacific Communities’ successor in interest.
2. Section I.B. Section I.B to the Quimby Agreement, as amended by the First
Amendment to the Quimby Agreement is hereby amended and restated in its entirety to provide
as follows:
Developer shall build the parks in a timely manner.
Planning Area 6C (2.54ac): Developer shall secure approval of revised construction plans
from the City before the issuance of the 250th cumulative building permit within SP#140-
W. The park construction must be complete and the park open to the public before the
issuance of the 300th cumulative occupancy permit within SP#140-W. The park must be
accepted for 90-day maintenance (turnover) before the issuance of the 350th cumulative
occupancy permit with SP#140-W or 90 days after construction is complete.
Before the issuance of the 250th cumulative building permit within SP#140-W, Developer
shall provide sufficient surety to guarantee that the improvements and/or amenities set forth
in the construction plans are completed and ready for public use within the timeframes
specified above.
Planning Area 6B (5.52ac): Developer shall secure approval of the park conceptual plan
from the City before the issuance of the 300th cumulative building permit within SP#140-
W. Developer shall secure approval of construction plans from the City before the issuance
of the 400th cumulative building permit within SP#140-W. The park construction must be
complete and the park open to the public before the issuance of the 700th cumulative
building permit within SP#140-W. The park must be accepted for 90-day maintenance
(turnover) before the issuance of the 625th cumulative occupancy permit with SP#140-W
or 90 days after construction is complete.
Before the issuance of the 400th cumulative building permit within SP#140-W, Developer
shall provide sufficient surety to guarantee that the improvements and/or amenities set forth
in the construction plans are completed and ready for public use within the timeframes
specified above.
In addition to the required surety, the Developer shall provide to the City a Letter of Credit
in the amount of $3,836,256.90, to ensure Developer’s ability to complete park
construction.
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3. General Provisions.
a. Counterparts. This Second Amendment may be executed in any number of
counterparts and, as so executed, the counterparts shall constitute one and the same agreement.
The parties agree that each such counterpart is an original and shall be binding upon all parties,
even though all of the parties are not signatories to the same instrument.
b. Effect of Second Amendment. Except as specifically modified by this
Second Amendment, the terms and conditions set forth in the Quimby Agreement and the First
Amendment to the Quimby Agreement remain binding in full force and effect.
c. Severability. If any provision of this Second Amendment is deemed to be
invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed from
the rest of this Second Amendment and the remaining provisions shall continue in full force and
effect.
d. Signature Authority. All individuals signing this Second Amendment for a
party which is a corporation, partnership, limited liability company, or other legal entity, or signing
under a power of attorney or in any other legal capacity, covenant to the other party hereto that the
signatory has the necessary capacity and authority to act for, sign, and bind the respective entity
or principal on whose behalf the signatory is signing.
IN WITNESS WHEREOF, the Developer and the City have caused this Second
Amendment to be signed in their names and on their behalf by their duly authorized
representatives.
“City”
Dated: _______________________ City of Menifee, a California Municipal Corporation
______________________________________
Armando G. Villa, City Manager
“Developer”
Dated: _______________________ Lennar Homes of California, LLC, a California
limited liability company
______________________________________
Geoff Smith, Vice President of Forward Planning
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Dated: _________________
11/16/2022
_________________________________
Jeffrey T. Melching, City Attorney
11/16/2022
______________________________________
Kay Vinson, Acting City Clerk
11/16/2022
Dated:________________
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