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2023/05/23 BLC Fleming, LLC Certificate of Agreement Compliance2465/031858-0003 16835379.1 a05/23/23 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: Noah Shih, Senior VP Operations, LEED AP Newport Pacific Land Company 100 Bayview Circle, Suite 240, Newport Beach, CA 92660 Attention: General Counsel Exempt from Recording Fees (Govt. Code §§ 6103 and 27383) CERTIFICATE OF AGREEMENT COMPLIANCE This CERTIFICATE OF AGREEMENT COMPLIANCE (this “Certificate”), effective as of May 23, 2023 (“Effective Date”), is made by the CITY OF MENIFEE, a municipal corporation of the State of California (the “City”) and provided to and for the benefit of BLC Fleming, LLC, a Delaware limited liability company (“Developer”). RECITALS A.In accordance with the Development Agreement Statute, of the State of California (Government Code Section 65864 et seq.), Title 22, Chapter 22.16, Part 4 of the Riverside County Code, and the implementing procedures of the City, the City acting through its City Council, approved a Development Agreement for a project as therein described (the “Project”) on Property as therein described located within Riverside County, by adopting Ordinance No. 2020-302, on June 17, 2020 (the “Development Agreement”). The Property is described on Exhibit A attached hereto and incorporated herein by this reference. B.The Development Agreement was recorded in the Office of the Recorder of the County of Riverside, State of California (the “Official Records”) on June 30, 2020, as Instrument No. 2020-0282073. The Development Agreement has a term of fifteen (15) years, subject to possible extensions, commencing on July 17, 2020. Unless otherwise defined in this Certificate, all initially capitalized defined terms used in this Certificate shall have the respective meanings given them in such Development Agreement. C.The Development Agreement provides for the development of the Property, in the manner described in the Development Approvals approved by the City on June 3, 2020 and June 17, 2020. D.The Development Agreement provides for the periodic review of the Developer’s good faith compliance with the terms of the Development Agreement to be submitted annually by the Developer on April 10 and reviewed by the City in May, and continuing annually thereafter which reviews are termed an “Annual Review.” The Development Agreement provides the process for and items subject to review in each Annual Review. DocuSign Envelope ID: C94393BC-1636-4FAB-922C-4F8583E21323 2465/031858-0003 16835379.1 a05/23/23 -2- E. Consistent with the requirements of the Development Agreement, the Development Agreement Act and the Development Agreement Ordinance, the City conducted an Annual Review for the 2022-2023 year of the Development Agreement on April 21, 2023 and concluded that the Developer was in good faith compliance with the Development Agreement during such period. F. Pursuant to Section 4.4 of the Development Agreement, the Parties now desire to memorialize the City’s determinations made during the Annual Review for year 2022-2023 of the Term by the making of this Certificate. NOW, THEREFORE, the City certifies, represents and warrants for the benefit of the Developer and all those holding title in the Property as follows: 1. Development Agreement in Effect. The Development Agreement is in full force and effect, and City has not agreed to any amendment of any provision of the Development Agreement [other than as expressly identified in the Recital A of this Certificate]. 2. Compliance with Development Agreement. Developer is, to the current knowledge of the City, and based on the City’s investigation during the Annual Review, in good faith compliance with the Development Agreement, as required by Section 65865.1 of the Development Agreement Act. 3. No Defaults. To the actual knowledge of City, no default on the part of Developer, and no breach or failure of condition that, with notice or lapse of time or both, would constitute a default on the part of Developer, exists under the Development Agreement. 4. Determinations Conclusive. This Certificate constitutes and shall evidence the City’s conclusive determination of the matters set forth herein. [Signature page follows.] DocuSign Envelope ID: C94393BC-1636-4FAB-922C-4F8583E21323 2465/031858-0003 16835379.1 a05/23/23 -3- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed on its behalf as of the Effective Date. CITY OF MENIFEE, a municipal corporation of the State of California By: ______________________, DATE: ATTEST: CITY CLERK DATE: APPROVED AS TO FORM: CITY ATTORNEY DATE: DocuSign Envelope ID: C94393BC-1636-4FAB-922C-4F8583E21323 Armando G. Villa, City Manager May 23, 2023 May 23, 2023 May 23, 2023 DocuSign Envelope ID: C94393BC-1636-4FAB-922C-4F8583E21323 DocuSign Envelope ID: C94393BC-1636-4FAB-922C-4F8583E21323 DocuSign Envelope ID: C94393BC-1636-4FAB-922C-4F8583E21323 DocuSign Envelope ID: C94393BC-1636-4FAB-922C-4F8583E21323 EXHIBIT "A" PLAT W � O UJ O � I-O < w z < � � UJ U � Z <C 0 0 :::> z w z :5 .J � 0 OU 5 Z .,, Cl) � Z I-- ...._ 0 0 Z UJ >-I � < aJ rn <( w o en � z z :,.. u ..J < z w w - �Z >-� :::::, I � < O..._ NO. Cl C2 C3 CURVE TABLE 6. R L 1'08'46" 11969.56' 239.42' 019'07" 11936.56' 66.39' 0'08'40" 11936.56' 30.07' W � ID Cl) Cl)J � IL S89"1i45,"E _J lsa91a'49:EI L I I I[ j LJsa9,a'54�E 15 14 ·-l03J.61-·· [1313,99] · .,;,-· . 2627.27 · -- ---------- w > � 0 L11 L9 !CJ>-LB1-/L22 �· z - .W O I(') .,, ""l ..J . . -.. ;::. V (.) � � Cl L6 I I � �..... 0 O;,., ;,., IO 0 Lig gI Z Z I I! I 3 17.51 AC. C/L ROUSE ROAD 1 I ,�1I II I� PARCEL "A" I I g 331.01 AC. I �lu I I� I u I ,,,,,,,,.--..... IL' ....... _ J 1 1.0, AC. . ·-N88.30'J2"W-·-rrr-·--1027.89' O __, < 0 � 22 P.O.B. PARCEL "A" - •Nm.. a:: q ci:D.D. -�� I 01< 1 �Iffi I 63'--'I ....... , I < IP.O.B.PAR.1-......l j i -�J----DETAIL SCALE 1"=400' � r-- r--- NO. L1 L2 LJ L4 LS L6 L7 LB L9 L10 l11 l12 L13 l14 l15 L16 L17 L18 L19 L20 l21 L22 L23 L24 L25 L26 L27 ::!l L2 2.62AC. z < :E � w J: I II -ctL �: 8�·:::st��460 T--J-·: 1=�-: rrn11 7'/io/u SHEET 1 OF 1 LINE TABLE BEARING DISTANCE S00'07'54"E 593.64' N89'02'28"W 941.59' N89"44'20"W 82.09 ' N00'04'58"W 300.03' N89'01'24"W 475.95' N0113'02"W 168.98' N89"55'33"[ 100.00' N00'05'04"W 60.00' S89'55'33"W 100.00' N00'05'04"W 435.00' S8918'51"E 185.90' N00'05'40"W 255.28' S00'04'58"E 254.09' S88"30'32"E 8212' S00'04'58"E 552.36' N89'01'24"W 442..92' N0113'02"W 170.25' N34"27'45"E 25.73' S88"3()' 32"E 432.94' N89"54'56"E 33.00' S57"42'36"E 511.66' N89"54'56"E 37.87' N88"JO'J2"W 456.75' N32"36'03"W 24.89' N00'04'58"W 554.12' N89'01'24"W 33.03' S88'30'32"[ 515.06' AREA: SCALE: 1"=800' SECTION 22, TOWNSHIP 5 SOUTH, RANGE 7 WEST, S.B.M. 309.84 ACRES± (PARCEL "A" MINUS EXCECPTlON PARCELS 1, 2, AND 3) DATE EXHIBI T PREPARED: APRIL 3, 2020 DocuSign Envelope ID: C94393BC-1636-4FAB-922C-4F8583E21323 2465/031858-0003 16835379.1 a05/23/23 -4- A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Riverside ) On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared , 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 laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Riverside ) On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared , 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 laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) DocuSign Envelope ID: C94393BC-1636-4FAB-922C-4F8583E21323