2022/02/25 BLC Fleming, LLC Legado DIF Reimbursement Agreement for Storm Drain Facilities (2)UocuSign Envelope lD: 27683990-t5DC4S5E-846C-3DA55DD96DEO
\,I A STER t,I](lADO DIF REIMB 1]RSEM FNTA (]REUIt Eyt'
FOR STORM DRAIN FACILITIES
This Master Legado DIF Reimbursement Agreement lor Storm Drain Facilities(hereinafter"lgreement")isenteredi[toonFeb.252022(the,,L:ffectitcD(ltc,,),byandbetween
the GITY oF MENIFEE (hereinafter "city").a municipal corporation of rhe srats ot califomia,
and BLC FLEMING LLC, a Delaware limited liabiliry company (hereinafte r ', Developcr',).
COY EN.\ NTS
NOW, THEREFORE, in consideration o[the above recitals and of the mutual covenants
hereinafter contaiued and for other good and vahrable consideration, the receipt and sulficiency of
whrch is hereby acknowledged, the Pa ies agree as follows:
RECITALS
A. Developer owns all of the real propeny described on Erhibit A and depicted
on E+i!!!L& consisting of approximately 33 I acres of land locared in the City of tvlenifee, C-ounryof Riverside, State of califomia, more particularly described in the legal description attached
B. On or about Jtne 4, 2020, the City and Developer entered iuto rhat ceruinDevelopment Agreement (the "Deve lopmenl ,4grecmenl") wirh Documenr Number 2020-02g2073
in the official Records of the County of Riverside perraining to the property, which described infurther detail in the various Planning and Zoning Approvals for the-project on rhe property,
including the Legado Specific Plan, chauge of zone, and multiple fentative tract Maps
(cof lcctively, the " Devel opn en t A pprova l-r" or the,. proj ect',).
C. As part of processing the Proiect, Developer has been condrtioned to construct
certain storm Drain Facilities, as more specifically described in the Development Approvals and
Exhibit F of the DevelopmenI Agreemenl;
D. Because the projected cosl ofthe Storm Drain Facilities was expected to exceed theDeveloper's fair share ol 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
lor reimbursements [o the Developer out of DtF collected lrom orher nearby pioperriei thar pa!DIF for these facilities. Developer acknowledges that DIF are inposed in various separar.e
categories to fund specific public facilities identilied in the applicable nexus reports. Credit against
DIF may only be applied for eligible improvemenrs identified in the specific DIF category. 0nder
the cily's existing DIF program, DIF stom drain faciliry impacr fees from the Encanto Drive
Benefit Area are available lor expenditure. However, for example, credits given for Storm Drain
Facilrties shall not receive credit against the circulation component of DlF.
I . DEFINITIONS AND EXHIBITS
l.l Delinitions. This Agreemenl uses a number of terms having specific meanings, as
dehned below. Terms undefined in this Agreement shall have the same meanings as used in the
Development Agreement.
1.2 Exhibits. The following documents are altached hereto, and by this reference made
a part oI, this Agreement:
EE!!!!- 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
Exhibit D - Fee Credit Transfer Form
2 TERM
2.1 The term of this Agreemenl ("Term") shall commence on the Effective Date and
continue thereafter for a period of ten (10) years following acceptance by the City of the final
Storm Drain Facility.
3. REIMBURSEMENT
3.1 Pursuant to Section -5.2.1 of the Developmenl Agreement, Developer is eligible to
receive the specific impact lee 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
fee credit, Developer must provide adequate sueties for the Encanto Drive Storm Drain. In order
to obtain the credit listed in Column F, the lollowing must occur:
3.1 .2 The City will then have thirty (30) days to approve. approve in part. or reject
the sureties provided by the Developer alter the Developer provides r notice in writing to
the City Engineer requesting approval; should the City Englneer fail to respond to the
Developer within thiny (30) days, the Developer shall notily the City Engineer in writrng
and request that the City do so within fourteen ( l4) days. At the end of the fourteen ( l4)
day period, if the City lails to respond in one way or another, then the Developer will be
required to notify the City Manager in writing of its request, who will then have thirty (30)
days to respond and provide the Developer with a determination. lfthe City Manager fails
to respond within thirty (30) days, the City shall be deemed to have approved the sureties
provided by the Developer.
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3.I .l Developer must notily the Ciry in writing that it is requesting the
Development Fee credits for the Encanto Drive Storm Drain and must provide the City
with 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 Performance, Security, and
Labor and Material sureties as described in Section 7.80.050 of the Menifee Municipal
Code.
3.1 .3 Once all sureties have been provided to the satisfaction of the City Engineer,
or if needed, the City Manager, or deemed approved, the City will provide Developer DIF
storm drain facility impact lee credits for the number oldwelling units associated rvith the
Project. City shall provide Developer written confirmation ofthe number of dwelling units
that fee impact credits have been granted and that those credits may be utilized withrn
fiIleen ( I 5) days after the date the sureties have been approved or deemed 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 LLC
("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 of the Prope(y
subject to the terms and conditions stated herein. Any assignment ofthe right to DIF storm
drain fee 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 the successor Master Developer by providing City written notice of such
designation.
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 Amount being the total Actual Costs of
Construction for the Encanto Drive Storm Drain, minus any reimbursements that were
previously provided by the City. Failure ol Developer to provide the annual application
shall not result 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 requested in any subsequent calendar
year elected by Developer. ln 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 Encanto Drive Storm
Drain pursuant to Section 3.2.5 below::
(a) Actual Costs of Constmction 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 attd other
documentation required lor cons(rucl.ion of improvements.
3.2 Pursuant to Section 5.2.2 of the Development Agreement, Developer is also eligible
lor reimbursenrents ofDlF storm drain f'acility fees from the City based on DIF storrn drain lacilty
lees received from other property owners that would otherwise have been used to l'und the Encanto
Drive Storm Drain. Reimbursements may only come from storm drain facility impact fees
collected by the City from properties in the Encanto Drive Benefit Area. Within thirty (30) days
of acceptance ofthe Encanto Drive Storm Drainby the City, the City and Developer shall enter
into a Sub Agreement for DIF Reimbursement for Storm Drain Facilities to cover the Encanto
Drive Storm Drain and describe the process for obtaining DIF reimbursement. The total DIF
reimbursement shall be limited to the maximum amount of 51,627 ,545.00 for all Storm Drain
Facilities:
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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 facility impact fees available lor
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 lor year [0.
3.2.3 Within forty-five (45) calendar days of receipt and after calculating the
amount of DIF storm drain facility impact lees available, the City will pay Developer a
minimum of five percent (5%) and up to fifly percent (50%) ol the amount ol DIF storm
drain facility impact fees collected from properties in the Encanto Drive Benefit Area and
otherwise eligible for the Storm Drain Facilities subiect 10 reimbursement. The amount to
be reimbr,rrsed will be determined by the City based on and including but not ltmited to the
following factors, such as funds available in the DIF accounts, the status and need for other
storm drain facilities identified in the City's Capital Improvement Plan (CIP), the need lor
priority projects to address safety issues and whether the facilities submitted for
reimbursement are eligible facilities. The City may exclude any allowable administratrve
costs due for management ofthe fund at issue. In the tenth year ola reimbursement period,
the City will pay Developer a minimum offive percent (5%) and up to one hundred percent
( 100%) ol the amount of DIF otherwise eligible for that Storm Drain facility.
Notwithstanding anything to the contrary in this Agreement, iu no event shall the amount
reimbursed to Developer for a given year exceed the amount requested and determined
eligible for reimbursement by the City,
3.2.4 For tlre Encanto Drive Storm Drain. the total credits and reimbursements
shall not exceed the dollar arnount ofthe Actual Cost ofConstruction olsuch improvement
In addition, Developer shall not be eligble for reimbursement of any amounts that
otherwise are subject to reimburselllent from bond proceeds of a Cornmunity Facilities
District(s) established to fund the Storm Drain Facilities pursuant to Sectron 3.2.5 below.
3.2.5 At any time during the term of this Agreement, Developer may elect to have
funds available lrom a community facilities district C'CFD) formed around all or a portion
of the Property to reimburse all or a portion of the eligible Reimbursable Amounl that
Developer has not received reimbursement from the DIF Storm Drain Facility impact lund;
any such reimbursement from CFD funds shall reduce the amount eligible for
reimbursement from DIF Storm Drain Facility impact fees. In order to effectuate the
parties' intent and to avoid any possible double counting, concurrently with the
Developer'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
Director describrng what lacilities and amounts, if any, subject to this Agreement would
be covered by the proposed CFD and their relationship to the reimbursements in this
Agreement or any applicable Sub-Agreement. If any such facilities and amounts are
identihed in the written analysis, during the limefralne the Crty 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 Facility impact fee reimbursements. Once the CFD is forrned, the
Developer will process an addendum to this Agreement and, as necessary, to any applicable
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Sub-Agreement, that describes the amounts thal are no longer subject to being reimbursed.
ln the ivent of an inadvertent "double" payment from the CFD and this Agreement, the
Developer shalt pay back the city within ten (10) days of discovery or notification.
Nothing in this Section 3.2.5 linrits Developer's ability to receive reimbursement from the
CFD foi rhe costs ofthe Srorm 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 lhan July l, lor the purpose of reconciling the amount of reimbursement
paid by the City lor the Storm Driin Facilities, the amounts assigned to any Colnrnunity Facilities
bistrlc(s), the amount ofany credit used by Developer, and the maximum amounl ofcredit and
reimbursement still available to be clairned by Developer. City and Developer shall jointly prepare
a documenl describing the reconciliation amounts which will be used to guide future requests for
reimbursement.
4. ASSUMPTION OF RISK
4.1 Developer agrees to assume the risk that the Actual Costs ofConstntction incurred
in connection with the construction, installation and/or dedication of each of the improvements
will exceed the identified "Project Cost" for each such improvement.
5. PROCEDURE FOR RELEASE OF SURETIES
5.1 upon acceplance ofa storm Drain Facility, a notice of completion for that public
improvement shall be taken ro the city Council, and the city council shall authorize the city
Errgineer to release applicable securities in rvhole or in part lor that Storm Drain Facility; however,
such release shatl noi apply to the amount of security deemed necessary by the City Engineer for
the guarantee and warranty period.
5.2 Prior to the acceptance of lhe Storm Drain Facilities, the Developer shall be
respolsible for maintaintng the Storni Drain Facilities in proper operating conditiorr and shall
perforrn such lnaintenance as the Cily Engineer reasonably determines to be necessary.
6. RELATIONSHIP OF PARTIES
6.1 The Parties lrereby 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 subconlractor of City.
7 DEFAULT AND REMEDIES
7.1 Specific Performance Available. The Parties acknowledge that money damages
and remedies at law generally are inadequate and specifrc performance is a particularly appropriate
rernedy for the enlorcement ofthis Agreement and should be available to Developer and the City
because the size, nafure 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
5
implementarion, Developer and/or CITY may be loreclosed from other choices they may have had
to utilize or condition the uses of the Property or portions thereof. 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 terms of this Agreement and will be investing even
rnoie significant ii-e and resorrc"s in implementing the Project in reliance upon the terms ofthis
Agreem-ent, such that it would be extremely dilficult to determine lhe sum of money which would
ad-equately compensate Developer and/or CITY lor such efforts. The Parties 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 iniunctive or olher relief
competling the pal.rnent of money, including attorney fees, from the olher Party by reason of,
arising ouiot, based upon, or relating to (a) the interpretation, enforcemenl, perfonnance, or breach
ofany provision of this Agreement, or (b) the respeclive rights or duties ofany olthe Parties under
the bivelopment Approvals, the Subsequent Development Approvals, any Development
Requiremeni, the Land Use Regulations, or the Subsequent Land Use Regulations.
Notwithstanding the foregoing, CITY may recover from Developer any fees owed under or
pursuant to this A$eemenl, and Developer may recover lrorn clTY the right to exercise any
credits and the right to receive any reimbursements under or pursuant to this Agreement
tt MISCELLANEOUS PROVISIONS.
It.1 Entire Agreement. This Agreement sets lorth and contains the entire
underslanding and agreement of the Parties, and there are no oral or written representations,
understandings or ancillary covenanls, undertakings or agleements which are not contained or
expressly relerred to herein. No testimony or evidence ofany such representations, understandings
oriovenants shall be admissible in any proceeding of any kind or nature to inlerpret or determine
the terms or conditions ol this Agreement. Notwithstanding anything to the contrary in Section
8. I . il a conflict exists belween the terms of this Agreement and the Development Agreement, the
terrns of the Developmenl Agreement shall control.
s.2 Severability. If any term, provision, covenant, or condition of this Agreement is
held by a court of competent .furisdiction 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.
8.3 Int€rpretation and Governing Law. This Agreement and any dispute arising
hereuncler shall be governed and interpreted in accordance with the Iaws ofthe Srate ofCalifornia.
Any dispute between CITY and Developer over this Agreement shall be hled, and tried, in the
Superior Court ol the County ol Riverside. This Agreement shall be construed as a whole
according to its lair language and common meaning to achieve the ob.iectives and purposes of the
Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against
the drafling Party or in lavor oICITY shall not be employed in interpreting this Agreement, each
olthe Parties having been represented by counsel in lhe negotiation and preparation hereol
6
ti.4 Section Headings. All section headings and subheadings are inserted fbr
convenience only and shall not affect ony construction or interpretation ofthis Agreement.
ti.5 Singular and Plural. As used herein, the singular ofany word includes the plural.
8.6 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
8.7 Waiver. Failure of a Parry to insist upon the strict performance of any of the
provisions ofthis Agreement by the other Parfy, 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 ofthis Agreement thereaftel.
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 olaction based upon any provision ofthis Agreement
8.9 Extension of Time Limits. The time limits set forth in this Agreement may be
extended by mutual consent in writing of the Parties without amendment to this Agleement.
Except as otherwise specified in this Agreement, each Party may agree or refuse to 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 concurrent or subsequent performance by the Party benefited thereby
of the covenants to be performed hereunder by such beneltted Party.
8.1I Counterparts. This Ageement may be execttted by the Parties ln counterparts,
which counterparts shall be construed togetler 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
Agreenlent or brought by any Party hereto lor the purpose ofenforcing, construing or determining
thi validity olany provision of this Agreement shall be filed and tried in the Superior Cotrn ofthe
County of Riverside, State of California, and the Parties hereto rvaive all provtsions ol law
providing for the filing, removal or change ofvenue to any other court.
8.13 Further Actions and Instruments. Each ofthe Parties shall cooperate with and
provide reasonable assistance to the other to the extenl contemplated hereunder in the performance
bfall 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 promptly execute, with
acknowledgment or affidavit ifreasonably required, and file or record such required instruments
and writints and take any actions as may be reasonably necessary under the terms of this
Agreemenl to carry out the intent and to tulfill the provisions ofthis Agreement or to evidence or
consummate the transactions contemplated by this Agreement.
8.l4 Amendments in Writing/Cooperation. This Agreement may be amended only
by written consent ofboth 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: 276839e0 15DC-495E-846C-3DA55DD96DEO
shall cooperate in goo<'l faith with respect to any amendment proposed in order to clarifo the intent
ancl application ofihis Agreement, and shall treat any such proposal on its own merits, and not as
a basis for the introduction ol unrel0ted tnotters.
8.15 Terminatiott. In lhe event that the underlying Development Agreement is
l.enninated, then the obligations undel this Agreement shall lerminate as well. For avoidance of
doubt, such termination shall not impact Developer's rights to reimbursements that are avatlable
under the City's Municipal Code for the Storm Drain Facilities wirhout consideration of the
Development Agr.e.eni. Nor shall Such termination impact Developer's right to credits in
accordance with Section 5.2.1 olthe Developme[t Agreement.
ll. | 6 Authority to Execute. The Person or Persons executing tltis Agreement on behalf
of Developer warrants and represents th0t heithey have lhe authority to execrite this Agreement on
behalf ofiis/their corporalion, partnership or business entity and warrants and represents that
he/they has/have the authority to bind DEVELOPER to the perfomrance ol its obligations
hereunder,
IN WITNESS WHEREOF, the Panies hereto have exccuted this Agreement on the day
and year first set fo(h above.
t'1ES1'
u
APPROVED AS TO FORM:
B
0e
(SEAL)
CII.Y: CITY OF MENIFEE
By
City Manager
DEVELOPER: BLC FLEMING LLC,
Delaware limited liabilitY
company.
By
Title
By
See Attached Signature Page
i]
ii
See Attached Signature PaBe
.St4L",-t7.-.*
Sce Attached Signature Page
sliall cooperate in good faith with respect to any amendment proposed in order to clari! the intent
and application of-this Agreement, and .hall treat any such proposal on its own merits, and not as
a basis for the inuoduction of unrelated matters.
8.15 Termination. ln the event that the underlying Development Agleement is
tenninated, then the obtigations under this Agreement shall lerminate as well For avoidance of
doubt, such lerminalion 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 Agreemenl- Nor shall such termination impacl Developer's right to credits in
accordance with Section 5.2.I of the Development Agreement.
ll.l 6 Authority to Execute. The Person or Persons executing this Agreement on behalf
of Developer wanants and represenls that he/they have the authority to execute this Agreement.on
behalf ofiis/their corporarion, partnership or business entity and warrants and represents that
he/rhey has/have the authority to bind DEVELOPER to the performance ol its obligations
hereunder.
IN WITNESS WHEREOF, the Pa*ies hereto have executed this Agreement on the day
and year first set fo(h above.
ATTEST
City Clerk
APPROVED AS TO FORM
CITY: CITY OF MENI
By
City Mana EI
DEVELOPER: BLC FLEMING LLC,
Delaware limited liabilitY
company.
By
By
City Attorney
(SEAL)
See Attached Signature Page
See Attached Signature Page
IJ
See Attached Signature Page
0
By
Title
By
TitIE See ALtached Signature Page
IALL SIGNATURES SHALL BE NOTARIZED. EXECUTION ON BEHALF OF ANY
CORPORATION SHALL BE BY TWO CORPORATE OFFICERS.]
9
SIGNATURE PAGE TO
MASTER LEGADO DIF REIMBURSEMENT AGREEMENT
FOR STORM DRAIN FACILITIES
Project Name: Fleming Ranch (aka Legado)
Dated: 2-L2-24LL
BLC FLEMING LLC,
a Delaware limited liability company
By:Bristol Land Company LLC,
a Delaware limited liability company lts
Authorized Agent
By
John R. Patterson
Its: Authorized Agent and Signatory
By ,/V,^-L ,-L--(
Noah Shih
Its: Authorized Agent and Signatory
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 ofthat document.
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 ofsatisfactory
evidence to be the persons whose nalnes 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 behalfofwhich the
persons acted, executed the instrument.
I ce(ifo under PENALTY OF PERIURY under the laws of the State olCalifomia
that the foregoing paragraph is true and correct.
Witness my hand and official seal.
)
)
)
t
NIXI XRISTIXE TA]'TIC€
l,tot ry Public - Calitorni.
Or.nle County
Co.n|rti$ion ,2246921
xy Comm. Er{,ir6lun 21, 2022Signature of Notary
Name: Niki Kristine Mattice
Commission #:2246923
Commission expiration: June 2l ,2022
(Seal)
State of Califomia
EXHIBIT D
FORM OF CERTIFICATE OF ASSIGNMENT AND
TRANSFER OF FEE CREDITS
The undersigned Master Developer, as the holder of certain DIF storm drain facility fee credis
("Fee Credits") under the fMaster or Name of Sub-Agreementl Legado DIF Reimbursement
Agreemenl for Storm Drain Facilities between Master Developer lor Master Developer's
predeces.sor in interestl and the City of Menifee, dated _ (the "Agreement"), hereby
assigns, transfers and conveys to the undersigned Assignee the amount ofFee Credits as indicated
below:
Masl.er Developer Nanle:
Lots Owned by Assignee:
Amount of Assigned Fee Credits
Fee Credit Balance Held by Master Developer
under Agreemenl Before Assignment:
Fee Credit Balance Held by Master Developer
under Agreenrent After Assignment:
MASTER DEVELOPER:
By
5,
$
$
ASSIGNEE:
By
Name
Tirle:
Date:
Nlaster DeYeloper Contact:
Name:
Address
Assignee Contact:
Name
Title
Date
Nar.ne
Address:
TelephoneTelephone:
l0
Asslsree's N cnre: _
Tract Lots
E-Mail E-Mail
Acknowledqed Bv:
CITY OF NIEN-IFEE
By
Nanre:
1t
EXHIBIT ''A"
LEGAL DESCRIPTION
IN THE CITY OF MENIFEE, COUNry OF RIVERSIDE, STATE OF CALIFORNIA, BEING A PORTION OF
SECTION 22, TOV1,INSHIP 6 SOUTH. RANGE 3 WEST, S.B.M., BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
PARCEL'A"
BEGINNING AT THE MOST NORTHEASTERLY CORNER OF SAID SECTION 22;
THENCE ALONG THE EASTERLY LINE OF SAID SECTION, SOUTH OO'08'04" EAST, 2694,4{' FEET, TO
THE CENTERLINE OF CHAMBERS ROAD (/I4.OO FEET HALF WDTH);
THETIICE ALONG SAID LINE, NORTH 88" 30' 09' WEST, 2629.46 FEET TO THE CENTERLINE
INTERSECTION OF CHAMBERS ROAD AND SHERMAN ROAD;
THENCE CONTINUING ALONG SAID CENTERLINE NORTH 88" 30'32'V\EST, 1027,89 FEET;
THENCE LEAVING SAID LINE SOUTH OO'07'54'' EAST.593.O4 FEET;
THENCE NORTH 89" 02' 28" VVEST, S41,59 FEET;
THENCE NORTH 89" 44'20- VVEST, 82.09 FEET|
THENCE NORTH OO" 04' 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' 13'02" \AiEST, 168.98 FEfi TO THE BEGINNING
OF A TANGENT CURVE. CONCAVE EASTERLY, HAVING A RAOIUS OF 11969.56 FEET ;
THENCE NORTHERLY ALONG SAIO CURVE 239.42 FEET THROUGH A CENTRAL ANGLE OF 01" 08' 46";
THENCE NORTH OO'05'04'WEST. ,I771,50 FEET|
THENCE LEAVING SAID RIGHT OF WAY IINE NORTH 89" 55'33" EAST 'IOO.OO FEET:
THENCE NORTH OO' 05' 04' WEST. 60,00 FEEI;
THENCE SOUTH 89" 55' 33'WEST, 1OO.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 5T.
coRoNA, cA 92880
DATE EXHIBIT PREPARED: APRIL 3, 2020
10F 4
EXHIBlT "A''
LEGAL DESCRIPTION
THENCE ALONG SAID RIGHT OF WAY LINE NORTH OO" 05'OI" VVEST,435.OO FEET;
THENCE LEAVING SAID LINE SOUTH 89" 18'51" EAST, 185.90 FEET;
THENCE NORTH 00" 05' 40" WEST, 2s5.28 FEET TO THE CENTERLTNE OF ROUSE ROAO ( 50.00 FEET
HALF WIOTH);
THENCE CONTINUING ALONG SAID CENTERLINE SOUTH 89" 18'45" EAST, 1031,61 FEET TO THE
CENTERLINE INTERSECTION OF ROUSE ROAD AND TRUMBLE ROAD:
THENCE ALONG SAID CENTERLINE OF ROUSE ROAD SOUTH 89' 18'49'EAST, 1313.99 FEET TO THE
CENTERLINE INTERSECTION OF ROUSE ROAD AND SHERMAN ROAD ;
THENCE CONTINUING ALONG SAID CENTERLINE SOUTH 89' 18'54" EAST, 2627.27 FEET TOTHE
POINT OF BEGINNING:
CONTAINS 331,01 ACRES. MORE OR LESS
EXCEPTING 3 PARCELS THEREFROM, DESCRIBEO AS FOLLOWS:
PARCEL 1
BEGINNING AI THE IUOST SOUTHWESIERLY CORNER OF PARCEL 'A"i
THENCE ALONG THE VVESTERLY LINE OF SAID PARCEL 'A', NORTH OO' 04' 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 ROAO. 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 SAIO
PARCEL '4";
THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 'A", NORTH 89" ,+4' 20' \AiEST, 82,09 FEET TO
THE POINT OF BEGINNING;
CONTAINS 1.04 ACRES, MORE OR LESS
PRERARED BY:K&A ENGINEERING
357 N. SHERIDAN ST.
coRoNA, cA 92880
DATE EXHIBIT PREPARED: APRIL 3, 2020
20F4
EXHIBIT ''A"
LEGAL DESCRIPTION
BEGINNING AI IHE MOST NORTHWESTERLY 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 SAID PARCEL'A":
THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL'A", NORTH 89" 01' 24' WEST, ,142,92 FEET
TO A POINT 63,00 FEET EAST OF THE CENTERLINE OF ENCANTO DRIVE;
THENCE PARALLEL WTH THE CENTERLINE OF ENCANTO DRIVE, NORTH 01'13'02"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 CENTRAL ANGLE OF OO" 19' 07' TO
THE SOUTHWESTERLY CORNER OF THE SOUTHERLY CORNER CUTBACK OF CI-IAMBERS ROAD ANO
ENCANTO DRIVEi
THENCE ALONG SAID CORNER CUTBACK NORTH 34" 27' 45" EA9T,25,73 FEET TO THE
NORTHEASTERLY CORNER OF SAID CORNER CUTBACK. SAID POINT BEING 50,OO FEET SOUTH OF
THE CENTERLINE OF CHAMBERS ROAD;
THENCE PARALLEL WITH THE CENTERLINE OF CHAMBERS ROAO, SOUIH 88'30'32" EAST,432,94
FEET TO THE POINT OF BEGINNING:
CONTAINS 2 62 ACRES, MORE OR LESS
PARGEL 3
BEGINNING AI A POINT ON THE \A/ESTERLY LINE OF SAID PARCEL "A., SAID POINT BEING IHE
NORTHERLY END OF A TANGENT CURVE, CONCAVE EASTERLY. HAVING A RADIUS OF 11969-56 FEET;
THENCE PERPENDICULAR TO THE CENTERLINE OF ENCANTO DRIVE, NORTH 89" 54'56" EAST. 33,00
FEET TO THE TRUE POINT OF BEGINNING :
THENCE PARALLEL WTH THE CENTERLINE OF ENCANTO DRIVE, NORTH OO" 05'04"V\EST, 1714,35
FEET;
THENCE SOUTH 57" 42' 36" EAST, 511,66 FEET;
THENCE NORTH 89' 54' 56' EAST, 37.87 FEET:
PRERARED BY;K&A ENGINEERING
357 N, SHERIOAN ST.
coRoNA, cA 92880
DATE EXHIBIT PREPARED: APRII- 3, 2020
30F4
PARCEL 2
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 ROAD;
THENCE PARALLEL WITH THE CENTERLINE OF CHAMBERS ROAD, NORTH 88'30'32" WEST, 450,75
FEET TO THE SOUTHEASTERLY CORNER OF THE NORTHERLY CORNER CUTBACK OF CHAMBERS
ROAD AND ENCANTO DRIVE;
THENCE ALONG SAID CORNER CUTEACK NORTH 32'36'03" WEST,24.89 FEET TO THE
NORTHWESTERLY CORNER OF SAID CORNER CUTBACK, SAIO POINT BEING 63.00 FEET EAST OF THE
CENTERLINE OF ENCANTO DRIVE AND ALSO EEING THE B EGINNING OF A NON.TANGENT CURVE,
CONCAVE EASTERLY, HAVING A RADIUS OF 11936.56 FEET, TO V\HICH A RADIAL LINE BEARS
SOUTH 89' 45' 56" WEST:
THENCE NORTHERLY ALONG SAID CURVE 30.07 FEET THROUGH A CENTRAL ANGLE OF OO" 08'40" TO
IHE TRUE POINT OF BEGINNING;
CONTAINS 17 51 ACRES, IIIORE OR LESS
AS SHOWN ON EXHIBIT "8". ATTACHED HERETO AND MADE A PART THEREOF
?.o 7,o 70
R BERT SCIPIOBLUME
P.L.S. NO. 9'154
REG. EXP. 03/3 21
K&A ENGINEERING
357 N. SHERIDAN ST.
coRoNA, cA 92880
No.9154
E\p. 3/J1/21
5c/
*i
A
of
L LA
4 o
CAL\
PRERARED BY:
40F4
DATE EXHIBIT PREPARED: APRIL 3, 2020
EXHIBIT "B"
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019'07'119J6.55',66.J9
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USIANCT
NE9!2'28'W
L5 NE9'44'20'W 82.0S'
s895s'J3'W 100.00'
110 N00!5'04'w 435.00'
L1l s89tE 5r'E 165.90'
Lr2 N00!5'40'Yl
LlJ s00!4'58'E 254.09'
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STCTION 22, TOWNS},IIP 5 SOUTH, RANGE 7 WESI, S.g.M.
DATE EXHIBIT PREPARED: APRTL 3, 2020309.84 ACREs t (PARCEL'h" MTNUS D(CECPT]ON PARCEEl" 2, AND 3)
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BEARING
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EXHIBI'f C
SUB AGREEMENT FOR DIF REI M8URSEMENT
OF STORM DRAIN FACILITIES
This Sub Agreement for DIF Reimbursement of Storm Drain Facilities (hereinafter
"Agreement') is entered into on
-,
ZO22 (the "Effective Date"),by and between the CITY
OF MENIFEE (hereinafter "City"), a municipal corporation of the State of Calilomia, and BLC
FLEMING LLC, a Delaware limited liability company (hereina lter " Developcr").
R}:CITA LS
A. Developer owns all of the real property described on [!!!!q! and depicted
on p$i!i!p to the Master Agreement lor DIF Reimbursemenq consrsting of approximately 331
acres of land located in the City of Menifee, County of Riverside, Slate of Califomia, more
particularly described in the legal description attached to the Master Agreement for DIF
Reimbursement as Exhibit A ("Propcrly").
B. On or about J\ne 4, 2020, the City and Developer entered into that certaln
Development Agreement (lhe "Development Agreemenl") pertaining to the Property, which
described in further detail in the various Planning and Zoning Approvals lor the Project on the
Property, including the Legado Specific Plan, Change ofZone, and nultiple Tentative Tract Maps
(collectively, the " Developmen t Approval s" or the " Proj ecl").
C. As pan of processing the Project, Developer has been conditioned to construct
certain Storm Drain Facilities, as more specifically described in the Development Approvals and
Exhibil F ofthe Development Agreement;
D. Because the projected cost of the Storm Drain Facilities was expected to exceed the
Developer's fair share ofDevelopment lmpact Fees ("DIF"), as described in Section 5.2 of the
Development Agreement, tlie Developer and the City were to enter into a reimbursement
agreement for the purpose ofproviding for reimbursements to the Developer out of DlF.
the and the partres now intend to enter into a Sub Agreement lor said
lacility(ies)
E. On or about February _,2022, the City and Developer entered into that certxin
Master Legado DIF Reimbursement for Storm Drain Facilities ("Masler Reimbursemenl
Agreement") to create a sructured process for obtaining reimbursements and credits lrom the City
lor the Encanto Drive Storm Drain, which includes the execution of a Sub Agreemenl for each
lacility 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
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 sulficiency of
which is hereby acknowledged, the Parties agree as [ollows:
I, DEFINITIONS AND EXHIBITS
l.l Definitions- This Agreement uses a number ofterms 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:
Exhibit 1 - Notice(s) of Completion
2. TERM
2.1 The term of tbrs Agreement ("Term") shall commence on fte Effective Date and
continue thereafler for a period of ten ( l0) years.
3. REIMBURSEMENT
3.1 Pursuant to Section 5.2.2 ofthe Development Agreement, Developer is also eligible
lor reinibursements ofDIF storm drain facility lees from the City based on DIF storm drain facility
fees received from other property owners that would otherwise have been used to fund the Encanto
Drive Storm Drain. Reimbursements may only come from storm drain facitity impact fees
collected by the City from properties in the Encanto Drive Benefit Area. Within thirty (30) days
of acceptance of the Encanlo Drive Storm Drain by the City, the City and Developer shall enter
into a Sub Agreement for DIF Reimbursement for Storm Drain Facilities to cover the Encanto
Drive Storm Drain and describe the process for obtaining DIF reimbursement. The total DIF
reimbr.rrsement shall be Iirnited to the maximum amount of S1,627,545.00 for all Storm Drain
Facilities:
3.1.1 Developer shall apply to lhe 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 Arnount being the total Acnral Costs oI
Construction lor the Encanto Drive Storm Drain, minus any reimbursements that were
previously provided by the City. Failure of Developer to provide the annual applicalion
shall not result in any waiver of Developer's right to reimbursement under the
Development Agreement and this Agreemenl. Any otherwise qualifying Reimbursable
Amount not requested in any calendar year may be requested in ary 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 ol a Comrnunity Facilities Disrric(s) established to fund the Storm Drain
Facilities pursuant to Section 3.2.5 of the Master Reimbursement Agreement::
2
(a) Actual Costs of Construction shall be evidenced by Developer's
submission of paid invoices or other documentation reasonably acceptable to City,
including, to the extenl applicable, payment of prevailing wages and other
documentation required for construction of improvements.
3.1 .2 Within lorty-five (45) calendar days of receipt of the Developer's notice,
the City will calculate any the DIF storm drain facility impact fees available lor
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 lees collected and otherwise
eligible for that storm drain facility lor years l-9 and a minimum olllve percent (5%) and
up to one hundred percent (100%) of the DIF stonn drain facility impact fees lor year 10.
3.1.3 Within forty-five (45) calendar days of receipt and after calculating the
amounl of DIF storm drain lacility iurpact lees available, the City will pay Developer a
minimum of five percent (5%) and up to fifty percent (50%) of the amount ol 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 facilities identified in the City's Capital Improvement Plan (CIP), the need lor
prioriry projects to address safety issues and whether the facilities subrnitted for
reimbursement are eligible facilities. The City may exclude any allowable administrative
costs dr.le for management ofthe lund at issue. [n the tenth year of a reimbttrsentent period,
the City will pay Developer a minimum offive percent (5%) and up to one hundred percent
(100%) of the amount of DIF otherwise eligible for that Storm 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 the Encanto Drive Storm Drain, the total credits and reimbursements
shall not exceed the dollar amount olthe Actual Cost of Construction ofsuch improvement.
In addition, Developer shall not be eligble lor reimbursement of any amounts that
otherrvise are subject to reimbursement from bond proceeds of a Communily Facilities
District(s) established to lund the Storm Drain Facilities pursuant to Section 3.2.5 of the
Master Reimbursement Agreement.
3.1.5 The rights ro reimbursement under this Agreement are personal to
Developer. lf more than one entity is a fee owner of the Property. BLC Fleming LLC
("Master Developer") shall have the right to all reimbursements under this
Agreement. Masler Developer shall also have the right to designate any owner ol the
Property as the successor Master Developer by providing Cify written notice of such
designation.
3.2 Anmral Reconciliation. Developer and the City shall rneet 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 arnounls assigned to any Community Facilities
J
District(s), the amount ofany credit used by Developer, and the maximum amount ofcredit stlll
available to be claimed by Developer. City and Developer shall jointly prepale a document
describing the reconciliation amounts which will be used to guide future requests for
reimbursement.
4. ASSUMPTION OF RISK
4.1 Developer agrees to assume the risk that the Actuol Costs ofConstruction incuned
in connection with the construction, insullation and/or dedication of each of the improvements
will exceed the identiflred "Pro.iect Cost" lor each such improvement.
5. RELATIONSHIPOFPARTIES
5.1 The Parties hereby mutually agree that none of this Agreement, nor any other
entillement, permit, or approval issued by City lor the Property shall operate to create the
relationship of partnership, .ioint venture, or agency betrveen City and Developer. Developer's
contractors and Subcontractors are exclusively and solely under the conlrol ond dominion of
Developer. Nothing herein shall be deemed to make Developer, its contractors or subcontractors
an agent, contraclor or subcontractor of City.
6 DEFAULT AND REMEDIES
(r.l Specific Performance Available. The Parties acknowledge that money damages
and remedies at law generally are inadequate and specific performance is a particularly appropriate
remedy lor the enforcement of this Agreement and should be available to Developer and the Cify
because the size, nature and scope of the Project, make it impractical or impossible to restore the
Prope(y 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 significant time and resources in perfonning extensive planning and processing for the
Project and in negotiating and agreeing to the tems of this Agreement and will be investing even
more significant time and resources in implementing the Proiect 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 Panies therefore agree that
specific performance shall be the sole remedy available for a breach of this Agreement except as
perrritted by Section 6.2 below.
(t.2 Money Damages Unavailable. Developer and City shall not be entitled to any
monetary compensation, whether characterized as money damages or injulctive or other relief
compelling the payment of money, including altorney fees, from the other Party by reason of,
arising out of, based upon, or relating to (a) the interpretation, enforcemenl, performance, or breach
ofany provision ofthis Agreement, or (b) the respective rights or duties olany 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 foregoing, CITY may recover from Developer any fees owed under or
pursuant to this Agreement, and Developer may recover from CITY the dollar amounl of any
'l
reilnbursements due under or pursuant to this Agreement and the righl to exercise any credils due
under or pursuant to this Agreement.
7.1 Entire Agreement. This Agreement sets forth and contains the entire
understanding and agreement of the Parties, and there are no oral or written representations,
understandings or ancillary covenants, undertakings or agreements which are not contained or
expressly referred to herein. No testimony or evidence ofany such representations, understandings
or covenants shall be admissible in any proceeding of any kind or nature to inlerpret or determine
the temrs or conditions of this Agreement.
7 .2 Severabitity. If any term, provision, covenont, or condition of this Agreemenl is
held by a court of competent .jurisdiction to be invalid, void, or unenforceable, the remaining
provisions of this Agreement shall contrnue in lull lorce and effect, unless and to the extent the
rights and obligations of any Party has been materially altered or abridged by such holding.
7.3 Interpretation and Governing Law. This Agreemenl and any dispute arising
hereunder shall be governed and interpreted in accordance with the laws ofthe State ofCalifornia.
Any dispute between City and Developer over this Agreement shall be filed, and tried, in the
Superior Court ol the County of Riverside. This Agreement shall be construed as a whole
according to its fair language and common meaning to achieve the objectives and purposes ofthe
Parties hereto, and the rule of constnrction to the effect that ambiguities are to be resolved against
the drafting Party or in favor of City shall not be employed in interpreting this Agreement, each of
the Parties having been represented by counsel in the negotiation and preparation hereof.
7.4 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation ol this Agreement.
7.5 Singular and Plural. As used herein, the singular ofany word includes the plural.
7 .6 Time of Essence. Time is of the essence in the perlormance of the provisions of
this Agreement as to which time is an element.
7.7 Waiver. Failure of a Party to insist upon the strict performance of any of the
provisions ofthis Agreement by the other Par1y, or the failure by a Party to exercise its rights upon
the Default of the other Party, shall not constitute a rvaiver oIsuch Party's right to insist and
demand strict compliance by the other Party with the terms olthis Agreernent (hereafler.
7.8 No Third Party Beneficiaries. This Agreement is made and entered into for the
sole protection and benefil for the Parties and their successors and assigns. No other Person shall
have any right ol action based r.rpon any provision of this Agreement.
7.9 Extension of Time Limits. The time limits set forth in this Agreement may be
extended by mutual consent in writing of the Parties without amendment to this Agreement.
Except as otherwise specified in this Agreement, each Parly may agree or refuse to agree to any
extension of time in its sole and absolute discretion.
5
7. MISCELLANEOUSPROVISIONS,
7.10 Mutual Covenants. The covenants contained hereinare mutualcovenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby
of the covenants to be performed hereunder by such benehted Party.
7.ll Counterparts. This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed together and have the same eflect as if each of the Parties
had executed the same instrumenl.
7.12 Jurisdiction and Venue. Any action at larv or in equity arising under thrs
Agreernent or brought by any Party hereto for the purpose of enforcing, construing or determining
the vahdity olany provision ofthis Agreement shall be filed and tried in the Superior Court olthe
County of Riverside, State of California, and the Parties hereto waive all provisions of law
providing for the filing, removal or change of venue 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 perlbrmance
of all obligations under this Agreement and the satisfaction of tlie conditions of this Agreement.
Upon the request of either Party at any time, the other Party shall promptly execute, wil.h
acknowledgment or affidavrt if reasonably required, and file or record such required insmrments
and writings and take any actions as may be reasonably necessary under the terms of this
Agreement to carry out the intent and to fultlll the provisions of this Agreement or to evidence or
consummate the lransactions contemplated by this Agreement.
7.14 Amendments in Writing/Cooperation. This Agreement may be amended only
by written consent ofboth Parties specifically approving the unendment and in accordance with
the Government Code provisions for the amendment of Development Agreements. The Parties
shall cooperate in good faith with respect to any amendment proposed in order to clariS the intent
and application of this Agreement, and shall treat any such proposal on its own merits, and not as
a basis for the introduction of unrelated malters.
7.15 Termination. In the event that the underlying Development Agreement ls
terminated, then the obligations under this Agreemenl shall terminate as well. For avoidance of
doubt, such termination shall not rmpact Developer's rights to reimbunements that are available
under the City's Municipal Code lor the Storm Drain Facilities without consideratlon of the
Development Agreement. Nor shall such termination impact Developer's right to credits in
accordance with Section 5.2. 1 of the Development Agreement.
7.16 Authority to Execute. The Person or Persons executing this Agreement on behalf
ol Developer warrants and represents that he/they have the authority to execute this Agreement on
behalf of his/their corporation, pa(nership 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 Parties hereto have executed this A$eement on the day
and year hrst set forth above.
CITY: CITY OF MENIFEE
By
City Manager
ATTEST:
By
Ciry Clerk
APPROVED AS TO FORM:
By
City Attorney
(SEAL)
DEVELOPER: BLC FLEMING LLC,
Delaware limited liability
company.
By
Title
By
Title
IALL SIGNATURES SHALL BE NOTARIZED. EXECUTION ON BEHALF OF ANY
CORPORATION SHALL BE BY TWO CORPORATE OFFICERS.]
a
7
EXHIBIT D
FORM OF CERTIFICATE OF ASSIGNMENT AND
TRANSFER OF FEE CREDITS
The undersigned Master Developer, as the holder ol certain DIF storm drain lacility fee credis
("Fee Credits") under the [Masrer or Name of Sub-Agreemenr) Legado DIF Reimbursement
Agreement for Storm Drain Facilities between Master Developer lor Mastet Developer's
predeces.sor in interestf and the City of Menifee, dated
-
(the "Agreement"), hereby
assigns, transfers and conveys lo the undersigned Assignee the amount oI Fee Credits as indicated
below:
Master Developer Name
Assignee's Name
Lots Owned by Assignee Tract Lots
Amount of Assigned Fee Credits
Fee Credit Balance Held by Master Developer
under Agreement Before Assignment:
J,
S
Fee Credit Balance Held by Master Developer
under Agreement After Assignment:
NIASTER DEVELOPER:
$
ASSIGNEE:
a
By
Name
Title
Date
lvlaster Developer Contact:
Name
Assignee Contact:
Name:
By
Name
Title:
Date
Address
Telephone:Telephone:
Address:_
E-Mail
Acknowl dsed Bv
CITY OF NIENIFEE
By
Name
t-Mail:--