2024/01/10 Agreement Lien Agreement RCFC Investments, LLC1/16/24, 2:10 PM
Batch 16870845 Confirmation
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City Clerk & Assistant City Engineer
City of Menifee
29844 Haun Road
Menifee, CA 92586
DOC # 2024-0009337
01/10/2024 12:12 PM Fees: $0.00
Page 1 of 10
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
"`This document was electronically submitted
to the County of Riverside for recording—
Receipted by: CRISTINA#7700
LIEN AGREEMENT
THIS LIEN AGREEMENT ("Lien Agreement") is made and entered into this __L0 day of
n 2024, by and between the CITY OF MENIFEE, a California municipal
corporation ("City") and RCFC INVESTMENTS, LLC, a California limited liability company
("Owner").
A. The City and the Owner cooperated on the recordation of the Final Map for,
Tract No. 31456, on July 13, 2022, a proposed development comprised of one hundred
seventy-six (176) single family residential homes, a private park, drainage facilities, public
streets, and one (1) open space lot, located in the City of Menifee, County of Riverside, State
of California (the "Project") more fully described on Exhibit "A-1" attached herein, and
depicted on Tract Map 31456, which is on file with the Riverside County Recorder's office.
B. In connection the recordation of the Final Map, Owner has executed the
subdivision agreement and delivered to the City subdivision bonds issued by an approved
surety in the amount of nine million thirty-one thousand four hundred eighteen dollars and
eighty-four cents ($9,031,418.84). Such bonds are currently valid and active. The bonds are
for the costs of the Public Improvements approved by the City Engineer is attached as Exhibit
"B" and incorporated herein by this reference.
C. Said bonds have come up for renewal and inasmuch as the owner has no
intention of starting construction on the Project including its public improvements, the Owner
now requests to replace the current subdivision bonds with an alternate form of security, that
being this Lien Agreement.
D. California Government Code Section 66499 authorizes the City and Owner to
enter into this Lien Agreement in satisfaction of the security obligations contained in the
Subdivision Improvement Agreement.
E. City has found and determined that it would not be in the public interest to
require the installation of the Public Improvements sooner than three years after recordation
of the Final Map.
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Batch 16870845 Confirmation
DOC #2024-0009337 Page 2 of 10
F. Owner has provided a title insurance policy and current title report to the City
from a title company approved by the City and issued within the 60 days prior to the execution
of this Lien Agreement that documents that the Owner is the record owner of the Property and
the Property is not subject to any mortgages, deeds of trust, or judgment liens.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which the
Parties hereby acknowledged, the Parties hereto agree as follows:
I. Owner Performance and Obli ag tions
A. Owner hereby grants to City, in accordance with the terms and conditions of
this Lien Agreement, a lien upon the Property as security for the following obligations of
Owner (collectively, the "Obligations"):
(1) Construction of the Public Improvements specified in Exhibit "B"
attached hereto; provided, however, that Owner's obligation hereunder shall extend to the
actual cost of the construction of the Public Improvements, notwithstanding that such costs
may exceed the estimate set forth in Exhibit "B"; and
(2) Payment of the balance of the fees or provision of the improvements or
services described in the Subdivision Code (collectively, "Fees"), in the amount required in
accordance with the Subdivision Code, as determined appropriate by the Director of Public
Works.
This Lien secures the Obligations and the remedies provided herein for
breach of the Obligations.
B. For so long as title to the property remains subject to this Lien Agreement,
Owner shall not: (1) commence work on any portion of the Public Improvements except as
necessary to correct or prevent threats to the public health, safety or general welfare with the
consent of the City or (2) sell or permit the sale of any lot shown on the Final Map.
C. Prior to commencing the installation and/or construction of any portion of the
Public Improvements required by the Subdivision Improvement Agreement, Owner shall
deposit fees for inspection, tests and other related purposes, and shall substitute other forms
of security satisfactory to City in place of this Lien Agreement.
D. Owner shall provide all substitute forms of security in the amounts and for the
purposes set forth in the Subdivision Improvement Agreement, except that the amounts shall
be calculated using the estimated cost of the Public Improvements at the time of substitution,
as ascertained by City.
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E. Owner shall substitute acceptable security for this Lien Agreement and
commence construction of the Public Improvements required by the Subdivision
Improvement Agreement within three (3) years following the date of recordation of the Final
Map. At its sole discretion, the City may grant up to three extensions of time for one year
each. For each extension of time, Owner shall provide a title insurance policy and current title
report from a title company approved by the City, and issued within 60 days prior to the
request for an extension of time, that documents that Owner is the record owner of the real
property to be divided as identified on the Final Map and the real property to be divided is not
subject to any mortgages, deeds of trust, or judgment liens.
F. Owner shall pay the Fees related to the work required by the Subdivision
Improvement Agreement for which the Fees are required prior to issuance of any building
permit.
G. Owner agrees that if suit is brought upon this Lien Agreement, all costs and
reasonable expenses and fees incurred by the City in successfully enforcing Owner's
obligations shall be paid by Owner, including attorneys' fees, and that, upon entry of
judgment, all such costs, expenses and fees shall be taxed as costs and included in any
judgment rendered.
H. Owner agrees to indemnify, and hold harmless, the City, its officers,
employees and agents from any liability whatsoever based or asserted upon: (i) any act or
omission of Owner, its employees and agents relating to or in any way connected with the
accomplishment of work, obligations, or performance of service under this Lien Agreement;
or (ii) the approval of this Lien Agreement. As part of the foregoing indemnity, Owner agrees
to protect and defend, with counsel selected by City, at Owner's own expense, including
attorneys' fees, the City, its officers, employees and agents in any legal action based upon
such alleged acts or omissions.
IL City's Performance and Obligations
A. Following (1) City's approval of the substitute forms of security submitted by
Owner, (2) deposit by Owner of fees for inspections, tests and other specific purposes and (3)
Owner's payment or other performance of the obligations encompassed by the Subdivision
Improvement Agreement, performance of which are secured by this Lien Agreement, City
shall release the Property from the provisions of this Lien Agreement, and shall execute any
necessary release to enable Owner or its transferee to clear the record of title of the Property
so released of the lien herein imposed.
B. In no instances shall this Lien Agreement compel the City to construct the
required Public Improvements.
C. The City shall consider this agreement as a satisfactory replacement for the
existing subdivision bonds posted by the owner and shall release said bonds upon the
recordation of this Lien Agreement.
3
III. O xiier's Representations and Warranties
Owner represents and warrants that no lots within the Property have been sold, no construction
permits (including but not limited to grading permits and building permits) have been issued
and are active for all or part of the Property, and no construction of any of the Public
Improvements has commenced.
IV. Effect of Lien Agreement
A. From the date of recordation of this Lien Agreement, a lien shall attach to the
Property which shall have the priority of a judgment lien in an amount necessary to discharge
all obligations contained in the Subdivision Improvement Agreement and any Fees. Under no
circumstances shall the City agree to subordinate the lien.
B. Owner shall have the right to convey or sell fee title to the entire property, or
a portion thereof, encumbered by this Lien Agreement, so long as the purchaser agrees in
writing to accept and be bound by the terms and provisions of this Lien Agreement, the
applicable Subdivision Improvement Agreement, and the Fees, or has provided alternative
security acceptable to the City. Any new lien agreement entered into by a purchaser of the
Property must provide for completion of the Public Improvements by the same date as is
specified herein.
C. This Lien Agreement shall expire upon release of the Property by the City,
except that Owner's obligation to commence the Public Improvements within three (3) years
from the date of recordation of this Lien Agreement (or such date as may have been extended
in accordance with the Subdivision Code), as described in Section I (F) above, shall not expire
but shall remain in full force and effect until satisfactory completion of the Public
Improvements in full compliance with the Subdivision Improvement Agreement.
D. Notwithstanding any provisions of the Subdivision Code to the contrary, so
long as this Lien Agreement is utilized for security as described herein, the City is not
obligated to accept offers of dedication for street or drainage purposes on the property.
V. Events of Default
Upon the occurrence of any one of the following events, Owner shall be deemed in default
hereunder:
A. Filing of any proceedings or action by or against Owner to declare Owner
bankrupt or to appoint a receiver or trustee for Owner or to make an assignment for the benefit
of creditors or to do anything else of a similar nature or purpose under any state or federal
bankruptcy or insolvency laws, if such proceedings or actions are not discharged within (60)
days.
B. Levy of any attachment or writ of execution against Owner and the Property
al
whereby the Property is taken or occupied or attempted to be taken or occupied by someone
other than Owner and such attachment or execution is not released within 60 days.
C. Sale of any lot shown on the Final Map prior to release of the lien created by
this Lien Agreement.
D. Breach by Owner of any other term or condition of this Lien Agreement or the
Subdivision Improvement Agreement or Owner's failure to fully and faithfully discharge its
obligations hereunder within the time specified in Section VI below.
All References to Owner in this section shall be deemed to include Owner's successors,
assignees, and transferees.
VI. Citv's Remedies
Upon the occurrence of any of the events described in Section V, above, City may declare a
breach of this Lien Agreement by if Owner does not cure such violation within 90 days after
Owner's receipt of written notice from the City (or, if not curable within 90 days, within such
period of time as is reasonably necessary, but in no event more than 180 days, provided
Developer diligently commences and pursues such cure and indemnifies the City for all
related costs, of whatever kind) and City may exercise any one or more of the following
remedies:
A. Pursue any or all if the remedies provided in the Subdivision Improvement
Agreement;
B. Enforce this lien by appropriate action in court or as provided by law and in
the event of enforcement is by action in court, the Owner agrees that the amount of said lien
shall include reasonable attorneys' fees which shall be taxed as a cost in any suit for such
enforcement;
C. Estimate the cost of the work required to complete the Public Improvements,
and all fees, and foreclose said lien in said amount;
D. Pursue any other remedy, legal or equitable, for the foreclosure of a lien.
Owner, its heirs and assigns, shall pay reasonable attorneys' fees to be taxed as cost in said
proceedings.
VII. General Provisions
A. Recordation. This Lien Agreement shall be recorded by City with the County
Recorder immediately following execution of this Lien Agreement indexed by (1) all parties
hereto, and (2) all parties having any record title interest in the subject real property, pursuant
to Government Code Section 66436, acknowledge subordination of their interest of this Lien
Agreement.
B. Contingency. This Lien Agreement shall not take effect until it has been
approved by the City Council of the City of Menifee.
C. Entire Agreement. This Lien Agreement together with all exhibits and other
agreements expressly referred to herein, constitutes the entire agreement between the parties
with respect to the subject manner contained herein. All prior or contemporaneous
agreements, understandings, representations, warranties, and statements, oral or written are
superseded.
D. Further Assurances. The parties agree to perform such further acts and to
execute and deliver such additional documents and instruments as may be reasonably required
in order to carry out the provisions of this Lien Agreement and the intentions of the parties.
E. Governing Law. This Lien Agreement shall be governed, interpreted,
construed, and enforced in accordance with laws of the State of California.
F. Headings. The captions and section headings used in this Lien Agreement are
inserted for convenience of reference only and are not intended to define, limit or effect
construction or interpretation of any term or provision hereof.
G. Modification. Waiver. No modification, waiver, amendment or discharge of
this Lien Agreement shall be valid unless the same is in writing and signed by all parties.
H. No Other Inducement. The making, execution and delivery of this Lien
Agreement by the parties hereto have been induced by no representations, statements,
warranties, or agreements other than those expressed herein.
I. Severability. If any term, provision, covenant, or condition of this Lien
Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court
of competent jurisdiction, the remainder of this Lien Agreement shall not be effected thereby,
and each term, provision, covenant, or condition of this Lien Agreement shall be valid and
enforceable to the fullest extent permitted by law.
J. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which taken together shall constitute one and the
same Agreement.
0
IN WITNESS WHEREOF, the parties have caused this Agreement to be entered into as of
the date first written above.
CITY OF MENIFEE, a Municipal Corporation RCFC INVESTMENTS, LLC, a California
in the State of California
By: k�
Name: 1Lranlcx-
Its: l�cvw� Gty MUD
ArFKU V hlJ AN 1 U P UK1Vl:
7
limited liability company
By:
Gordon D. Youde, Manager
SEE ATTACHED
ACKNOWLEDGMENT
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 )
ss.
COUNTY OF OCaywg )
On - -2 before me,-T. 4S
(Notary Public), personally appeared Y , 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.
Notary Signature
My commission expires: a
12 26 26
*my
MNY ASNAR JR
Notary Public • California
Orange County
Commission A 2404146
Comm. Expires Nay 12, 2026
EXHIBIT "A-1"
LEGAL DESCRIPTION
Real property in the City of Menifee, County of Riverside, State of California, described as
follows:
LOTS 1 THROUGH 192, INCLUSIVE, AND LETTERED LOTS "A" THROUGH "M",
INCLUSIVE OF TRACT NO. 31456, IN THE CITY OF MENIFEE, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 484, PAGES 51
THROUGH 68, INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.
EXHIBIT `B"
ESTIMATED COSTS
CITY OF MENIFEE ENGINEERING DEPARTMENT
CONSTRUCTION COST WORKSHEET
PARCEL MAP OR TRACT MAP NO. TR 31456 DATE: 1/6/2022
IP.
FAITHFUL PERFORMANCE MATERIAL & LABOR
SECURITY SECURITY
(100% of Estimated (••50% of Estimated
IMPROVEMENTS Construction Costs) Construction Costs)
Street/Dralnage
'Flood Control
Dom WV EMWD
RecWtr EMWD
Sewer EMWD
$
$
$
$
$
6.063.677.44
1.323.679.00
463,449.60
0.00
1,180,612.80
$
$
$
$
$
6,063,500.00
1,323,500.00
463.500.00
0.00
1.180.500.00
$
$
$
$
$
3.031.750.00
661.750.00
231,75000
000
590.250.00
Total
Warranty Retention (10%)
9.031.418.94
�
$
$
9,031,000.00
903.100.00
$
4,515,500.00
DESIGN
ENGINEER'S CALCULATION
OF IMPROVFINENT BONOINC
COSTS
Construction items and their quantities, as shown on the attached sheets, are accurate for the Improvements
required to construct the above project and the mathmatical extensions, using City's unit
costs, are accurate for determining bonding costs
Above amounts do G do not G Include additional 20% for recordation prior to having signed plans
(Ordinance460. Section 10.3E).
3/912022 �
Sign ure Date
Frank Artiga C 61860 9/30/2023
Name Typca or pnnlaa RCE9 Exp Date .
Civil Engineer's Stamp
'Flood Control Construction Cost Estlmate to be provided by Flood Control District. Provide a copy of
Flood Control District letter stating cost estmate.
PLEASE READ INSTRUCTIONS BELOW ••'
1. Quantities are to be taken from the Improvement Plans. Unit cost are to boas provided on
City of Menifee Improvement Requirement Worksheet."
2. Shovi Preformanco Bond Amounts to the nearest $500.00. Material and Labor Bond Amounts are 50%
of Per`ormance Bond Amouin . ••1003i for Flood Control Items.
3. For Construction items not covered by 'The City of Menifee Improvement Requirements Worksheal",
Design Engineer is to provide his opinion of construction cost and use that cost. t City of Menifee
Unit Costs are determined to be too low, In the opinion of the design engineer. the higher costs as
Provided by the Design Engineer should be used.
MR