2022/02/15 BLC Fleming, LLC Legado DIF Reimbursement Agreement for Park FacilitiesMASTER LEG O DIF REIMBURSE MENT AGREEMENT
FOR PARK FACI I- ITI ES
This Master Legado DIF Reimbursement Agreement for Park Facilities (hereinafter
"Agreement") is entered into on F{b 15, 2022 (the "ELfective Dote"),by and between the CITY
OF MENIFEE (hereinafter "City"), a municipal corporation of the State ol Califomia, and BLC
FLEMING LLC, a Delaware limited liability company (hereinafter "Developer").
RECITALS
A. Developer owns all of the real property described on $!![i!j and depicted
on p5[!i!p, consisting of approximately 331 acres of land located in the City of Menifee, County
of Riverside, State of California, more particularly described in the legal description attached
hereto as [!]!!!! (" Properry").
B. On or about h)ne 4, 2020, the City and Developer entered into that certain
Development Agreement (the "Developmen! Agreemer?/") with Document Number 2020 -0282(173
in the Official Records of the County of Riverside pertaining to the Properly, rvhich described in
further detail in the various Planning and Zoning Approvals for the Project on the Property,
inchrding the Legado Specific Plan, Change of Zone, and multiple Tentative Tract Maps
(collectively, the "Devclopment Approvals" or the "Projecl").
C. As part of processing the Project, Developer has been conditioned to construct
certain Park Facilities, as more specifically described in the Development Approvals and Exhibit
F-3 of the Development Agreement;
D. Because the projected cost of the Park Facilities was expected to exceed the
Developer's fair share of Development Impact Fees (*DII7'), as described in Section 5.2 ofthe
Development Agreement, the Developer and the City were to enter into a reimbursement
agreenent for the purpose ofproviding lor reimbursements to the Developer out of DIF collected
from other nearby properties that pay DIF for these facilities as well as ftom lease revenues
associated with the Community Park and Community Center. Developer acknowledges that DIF
are imposed in various separate categories to fund specific public lacilities identified in the
applicable nexus reports. Credit against DIF may only be applied lor eligible improvements
identified in the specific DIF categoryi
E. City and Developer desire the DIF fee credits associated with the Park Facilities to
be available when adequate sure{ies for at least 5675,542 of Park Facilities are provided by
Developer.
ACREEMENT
NOW, THEREFORE, in consideralion of the above recitals and of the mutual covenants
hereinafter contained and lor other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
I. DEFINITIONS AND EXHIBITS
t.l Definitions. This Agreement uses a number ofterms having specific meanings, as
defined below- Terms undefined in this Agreement shatl 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 A - Legal Description ofthe Property;
s[i!i1[- Map Showing Property and its location;
Exhibit C - Fee Credit Transfer Form;
EEiEj!-D - Map of Affected Properties; and
Exhibit E - Sub Agreement for DIF Reimbursement for Park Facilities
2 TERM
2.1 The term of this Agreement ("Term") shall commence on the Effective Date and
continue thereafter until ten (10) years following acceptance by the City ofthe final Park 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 and footnote 4 of Exhibit F-3 ofthe
Developmeni Agreement in the amount of 5675,542. However, prior to obtaining the impact fee
credits ior the Park Facilities, Developer must provide adequate sureties for Park Facilities with a
value of at least $675,542. In order to obtain lhe credits listed in Column F, the following must
occur:
3. I .l Developer must notify the City in writing that it is requesting the
Development Fee credits and must provide the City with evidence of lhe sureties, in tle
form approved by and acceptable to the City for the Park Facilities with a value of at least
5675,542. Developer will have to procure Performance, Security, and Labor and Material
sureties as described in Section 7.80.050 and Chapter 8.03 of the Menilee Municipal Code.
3.1.2 The City will then have thirty (30) days to approve, approve in part, or reJect
the sureties provided by the Developer after the Developer provides a notice in writing to
the Community Services Director requesting approval; should the Community Services
Director fail to respond to the Developer within thirty (30) days, the Developer shall notify
the Community Services Director in writing and request that lhe City do so within fourteen
(14) days. At the end ofthe lourteen (14) day period, if the City fails 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
2
with a determination. If the City Manager fails to respond within thirty (30) days, the City
shall be deerned to have approved lhe sureties provided by the Developer.
3.1.3 Once sureties have been provided to the satisfaction of the Communiry
Services Director, or if needed, the City Manager, or deemed approved, the City will
provide Developer DIF park facility impact fee credits lor the number o[ dwelling units
ihat sureties have been provided for in accordance with Section 3.1.1 above. City shall
provide Developer written conl'irmation of the number of dwelling units that lee impact
credits have been granted and the Phase or Phases that those credits may be utilized within
fifteen (15) 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 ofthe Property, BLC Fleming LLC
("Master Developer") shall have the right to assign rights to DIF Parks 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 of the right to DIF Parks fee
credits shall be made in writing and delivered to the City in the form attached hereto
as H!D!!-E. Master Developer shall have the right to designate any owner olProperty as
the successor Master Developer by providing City written notice ofsuch designation
3.2 Pursuant to Section 5.2.3 olthe Development Agreement, Developer is also eligible
for reimbursements of their excess contributions from the (ransfer of Park DIF paid by other
projects in the area (as shown in Exhibit D) after the Effective Date of the Development
Agreement and otherwise eligible for expenditure on each Park Facility as described in Exhibit F-
-3. Reimbursements associated with the Comrnunity Park and Comnrunity Center Park Facilities
shall, in addition to Park DIF reimbursements, receive twenty percent (20%) ofthe lease revenue
for the Community Park and the Community Center ("Lease Revenue"). Within thirty (30) days
ofpublic opening ofthe Park Facility by the City, the City and Developer shall enter into a Sub
Agreemenr for DIF Reimbursement for Park Facilities to cover that Park Facility with a ten (10)
year term and describe the process for obtaining DIF reimbursement. Based on the Development
Agreement Exhibit F-3, the maximum lotal DIF park facility fee reimbursement shall be
$2,324,458.
3.2.1 Developer shall apply to the City by January 31 of each year of the
Reimbursable Amount requested for a Park Facility that was not requested in a prior
calendar year, such Reimbursable Amount being the total Actual Costs ofConstruction for
a Park Facility, minus any reimbursements that were previously provided by the City.
Failure of 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 qualilying Reimbursable Amount not requested in any
calendar year may be requested in any subsequent calendar year elected by Developer. In
addition, Developer shall not be eligible for reimbursement ofany amounls to the extent
that they otherwise are subject to reimbursement fronr bond proceeds of a Community
Facilities District(s) established to fund the Park Facilities 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,
3
including, 1o lhe extent applicable, payment of prevailing wages and other
documentation required for constnrction oIimprovements.
3.2.2 Within forty-five (45) calendar days of receipt of the Developer's
application, the City will calculate any DIF available for that particular facility that was
paid by other property owners/developers designated in Exhibit E after the Effective Date
of the Development Agreement, as well as any Lease Revenue as appropriate Such
calculation shall include a minimum of ten percenl (10%) and up to thirty-five percent
(35%) of the DIF park fees collected after the Effective Date of the Development
Agreement by other property owners/developers designated in Exhibit E for years I -9, and
a minimum of ten percent (10%) and up lo one hundred percent (100%) in year 10.
3.2.3 Wilhin forty-five (45) calendar days of receipt and after calculating the
amount of DIF available lor the particular facility, the City will reimburse Developer a
minimum of ten percent (10%) and up to thirty-five percent (35%) of the DIF available lor
the particular facility that was paid by other property owners/developers designate in
Exhibit E after the Effective Date of the Development Agreement. The amount to be
reimbursed will be determined by the City based on and including but not limited to the
following factors: the funds available in tlte DIF Park accounts, the stalus and need for
other park facilities identified in the City's Five-Year Capital Improvement Plan (CIP)' the
need for priority proiects to address safety issues, the priority of other park facilities as
identified in the Parks, Trails, Open Space & Recreation Master Plan, and whether the
facilities submitted for reimbursement are eligible facilities. If said facilities include the
Community Park and Community Center Park Facilities, the City will pay Developer
twenty percent (20%) of the Lease Revenue associated with the Community Park and
Community Center. The City may exclude any allowable administrative costs due for
management ofthe fund at issue. In the tenth year, the City shall provide a minimum of
ten percent (10%) and up to one hundred percent (100%) of the amount of the DIF
available. Notwithstanding anything to the contrary in this Agreement, in no event shall
the amount reirnbursed !o Developer for a given year exceed the amount requested and
determrned eligible for reirnbursement by the City.
3.2.4 For each of the facilities, the total credits and reimbursements shall not
exceed the dollar amount of the Actual Cost of Construction of such improvemenl. In
addition, Developer shall not be eligible for reimbursement of any amounts to the extent
that they otherwise are subject to reimbursement from bond proceeds for Community
Facilities District(s) established to fund the Park Facilities.
3.2.5 At any time during the term of this Agreement, Developer may elecl to have
funds 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
Developer has not received reimbutsement from the DIF Park Facility impact fees and
Lease Revenue associaled with the Community Park and Community Center; any such
reimbursement lrom CFD funds shall reduce the amount eligible for reimbursement from
DIF Park Facility rmpact fees and Lease Revenue. ln order 1o effectuate the parlies' intent
and to avoid any possible double counling, concurrently with the Developer's submission
of a request to lorm a CFD for the Property as described above, Developer shall provide a
4
written analysis to the Community Services Direclor describing what lacilities and
amounts, if any, subiect 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 identified in the written analysis, during
the timeframe the City reviews the analysis, which review shall not lake longer than ninety
(90) days, the City shall not be required to provide any DIF Park Facility impact fee
reimbursements or Lease Revenue. Once the CFD is formed, the Developer will process
an addendum to this Agreement and, as necessary, to any applicable Sub-Agreement, thal
describes the amounts that are no tonger subject to being reimbursed. In the event of an
inadvertent "double" payment from the CFD and this Agreernent, the Developer shall pay
back the City within ten ( l0) days ofdiscovery or notification. .
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 ofreconciling the amount of reimbursement
paid by the City for the Park Facilities, the amounts assigned to any Community Facilities
District(s), the amount ofany credit used by Developer and reimbursements made to Developer'
and the maximum amount ofcredit and reimbursements still available to be claimed by Developer.
City and Developer shalljointly prepare 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 Actual Costs ofConstruction incuned
in connection with the construction, installation and/or dedication of each of the improvements
will exceed the identified "Proiect Cost" lor each such improvement.
5. PROCEDURE FOR RELEASE OF SURETIES
5.1 Upon acceptance of a Park Facility, a notice of completion for that public
improvement shall be taken to the City Council, and the City Council shall authorize the
Communily Services Director to release applicable securities in whole or in part for that Park
Facility; however, such release shall not apply to the amount olsecurity deemed necessary by the
Comrnunity Services Director for the guarantee and warranty period.
5.2 Prior to the acceptance of the Park Facilities, the Developer shall be responsible for
maintaining the Park Facilities in proper operating condition and shall perform such maintenance
as the Community Services Director reasonably determines to be necessary.
6 RELATIONSHIP OF PARTIES
6.1 The Parties hereby nrurually agree that none of this Agreement, nor any other
enl.itlement, permit, or approval issued by City for the Propeny shall operate to create the
relationship ol partnershrp, ioint venlure, or agency between City and Developer. Developer's
contractors and subcontractors are exclusively and solely under the control and dominion of
Developer. Nothing herein shall be deemed to make Developer, its contractors or subcontractors
an agent, contractor or subcontractor of City.
7. DEFAULTANDREMEDIES,
5
7.1 Specific Performance Available. The Parties acknowledge that money damages
and remedies at law generally are inadequate and specilic performance is a particularly appropriate
remedy for the enforcement of this Agreement and should be available to Developer and the City
because the size, nature and scope of the Project, make it impractical or impossrble 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 significant time and resoruces in performing extensive planning and processing for the
Proiect and in negotiating and agreeing to the tenns of this Agreement and will be investing even
more 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 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 other relief
compelling the payment of rroney, including attorney fees, from the other Party by reason of,
arising out of, based upon, or relating to (a) the interpretation, enforcemenf, perfortnance, or breach
ofany provision olthis Agreement, or (b) the respective rights or duties ofany ofthe Parties under
the Development Approvals, the Subsequent Development Approvals, any Developnrent
Requirement, the Land Use Regulalions, or the Subsequent Land Use Regulations.
Notwithstanding the foregoing, CITY may recovet from Developer any fees owed under or
pursuant to this Agreement; and Developer may recover lionr CITY the dollar amount of any
reimbursements due under or pursuant to this Agreement and the right to exercise any credits due
under or pursuant to this Agreement.
8 MISCELLANEOUS PROVISIONS
8.1 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 interpret or determine
the terms or conditions of this Agreement. Notwithstanding anythlng to the contrary in Section
9.1, if a conflict exists between the terms of this Agreement and the Development Agreement, the
lerms olthe Development Agreement shall control.
8.2 Severatlility. If any term, provision, covenant, or condition of this Agreement is
held by a court of competent jurisdiction to be tnvalid, void, or unenforceable, lhe remaining
provisions of this Agreement shall continue in lull lorce and effect, unless and to the extent the
riglrts and obligations of any Party has been materially altered or abridged by such holding.
8.3 Interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and inrerpreted in accordance with lhe laws ofthe State of California.
Any dispute belween CITY and Developer over this Agreement shall be filed, and tried, in the
Superior Court of the Courlty of Riverside. This Agreement shall be construed as a whole
6
accofding to its fair language and common meaning to achieve the objectives and purposes ofthe
parties hireto, and the rule;f construction to the effect that ambiguities are to be resolved against
the drafling larty or in favor ofCITY shall not be ernployed in interpreting this Agteement, each
of the parties having been represented by counsel in the negotiation and preparation hereof.
8.4 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect al1y construction or interpretation of this Agreement.
8.5 Singular and Plural. As used herein, the singular of any word includes the plural.
8 6 Time of Essence. Time is ofthe essence in the performance ofthe provisions of
this Agreernent as to which time is an element.
g.7 waiver. Failure of a Party to insist upon the stricl performance of any of the
provisions of 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 constitxte a waiver of such Party's right to insist and
demand strict compliance by the other Party wilh 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 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 aglee to any
extension of time in its sole and absolule discretion.
8 I 0 Mutual Covenants. The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subseqnent perlormance by the Party benefited thereby
ofthe covenants to be performed hereunder by such benefited Party.
8.1I Counterparts. This Agreement may be execuled by the Parties in counterparts,
which counterparls shalt be construed together 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
Agreernent or brought by any Party hereto for the purpose ofenforcing, construing or determining
the validity ofany provision ofthis Agreement shall be filed and tried in the Superior Court ofthe
County of Riverside, State of California, and the Parties herelo waive all provisions of law
providing for the filing, removal or change ofvenue to any other court.
8.I3 Further Actions and Instruments. Each ofthe Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereulder in the performance
of all obtigations 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 ifreasonably required, and file or record such required instruments
and writings and take any actions as may be reasouably necessary under the terms of this
7
Docusign Envelope lDr CDDCDCDE-0828-4A15-9299-3408A9C91918
ABreemenl to carry out the intent cnd to fulfill the provisions of lhis Agreenlent or to et idence or
consumnlate the transactions contemplated b)" this Agreement
It. l-1 Amendments in Writing/Cooperation. This AS,reement may be amended only
by written consent ol both Parties specificatly approving the amendment. The Parties shall
.oop.,ot" in good faith rvith respect to any arnendment proposed in order to clarily the inten( and
appiication oi rhis Agreemenr, and shall rreat an1. such proposal on its own merits, and not as a
basis lbr the inlroduction of unrelated matters.
li.l5 Termination. ln the event that the underlying Development Agreement is
temrirrated, then the obtigations under this Agreement shall terminate as well. For rvoidance ol
doubt. such termination shall not impact Developer's rights to reinrbursements that are available
under rhe City's Municipal Code for the Park Facilities without consideration ofthe Development
Agreernenr. Nor shall such termination impact Dcveloper's right to credits in accordance rvith
Section 5.3.1 of the Development Agreemenl
ti.l6 Authorit' lo Execute. The Person or Persons execulingthis Agreement on behalf
ol'a Party rvarranls and represents that he/they hare the Authoritl, lo execute this Agreement on
beholf ol'hiVtherr corporation, pannershrp or business entlly and warranls and represents that
he/rhev hasrhave the authoriry ro bind that Party to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the Panies hereto have executed this Agreement on the day
and year hrst set fonh above.
( llY rJt,);Jlh N'IENIFEE
B!c,4{*
r
lI
AP
By
I'R S TO FOR]\,I
(SEAL)
DEVELOPER: BLC FLEMING LLC,
Delaware Iimited liability
compBny.
tlv
II
)l
See attached signil(ur(t pll!e
St 4t-^,r t7,".-^
Title
By
Title
See attached signature
See attached s ture page
See attached signature
IALL SIGNATURES SHALL BE NOTAzuZED. EXECUTION ON BEHALF OF ANY
CORPORATION SHALL BE BY TWO CORPORATE OFFICERS.]
9
SIGNATURE PAGE TO
MASTER TEGADO DIF REIMBURSEMENT AGREEMENT
FOR PARK FACILITIES
Project Name: Fleming Ranch (aka Legado)
Dated:2-1 2-b2:L
BLC FLEMING LLC,
a Delaware limited liability company
By:
By
Bristol Land Company LLC,
a Delaware limited liability company lts
Authorized Agent
Joh n R. Patterson
Its: Authorized Agent and Signatory
*t
Noah Sh ih
Its: Authorized Agent and Signatory
ACKNOWLEDGMENT
A notary public or other otficer completing this
certiflcate verifies only the identity of the individual
who signed the document to which this certiflcate is
attached, and not the truthfulness, accuracy, or
validi of that document.
State of California
County of €-
N.v\(-(-N
(insert name and title of the officer
personally"ppeareo 5o\x. R R^\'e-t-s'v'. a'r-r\ N'"-\ S\q\
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 thal the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
I
xtff xRsrtru r Tnct
liotary Public - Californi.
Or.n!. County
Co.nmlrrion , 2245921
ry Cornm. &rir6 Jun 21, 2022
Signature (Seal)
Oton Fdo\-\,6lc1 -1 \ 2022 before me,
-1........,...-.-
w
EXHIB!T "A''
LEGAL DESCRIPTION
IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING A PORTION OF
SECTION 22, TOVVIISHIP 6 SOUTH. RANGE 3 WEST, S.B.M., BEING MORE PARTICULARLY DESCRIBEO
AS FOLLOWS:
BEGINNING AT THE MOST NORTHEASTERLY CORNER OF SAID SECTION 22:
THENCE ALONG THE EASTERLY LINE OF SAID SECTION, SOUTH OO'08'04' EAST, 2894.4T} FEET, TO
THE CENIERLINE OF CHAMBERS ROAD (A4,OO FEET HALF !MOTH);
THENCE ALONG SAIO LINE, NORTH 88" 30. 09, VVESI. 2629.46 FEET TO THE CENTERLINE
INTERSECTION OF CHAMBERS ROAO AND SHERMAN ROAD;
THENCE CONTINUING ALONG SAIO CENTERLINE NORTH 88'30 32'VVEST, 1027.89 FEET i
THENCE LEAVING SAIO LINE SOUTH OO" 07'54" EAST,593.64 FEET;
THENCE NORTH 89" 02'24'WEST, 94,I.59 FEETi
THENGE NORTH 89'44' 2tr \A/EST, 82.00 FEET;
THENCE NORTH OO" OA' 58" WEST, 3OO.O3 FEET;
THENCE NORIH 89' O1'24" WEST, 475.95 FEET TO THE EASTERLY RIGHT OF WAY LINE OF ENCANTO
ORIVE (3O.OO FEET HALF WDTH):
THENCE ALONG SAID RIGHT OF WAY LINE NORTH 01" 13' 02' \A/EST, 168,98 FEET TO THE BEGINNING
OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 11969.56 FEET i
THENCE NoRTHERLY ALONG SAIO CURVE 239.42 FEET THROUGH A CENTRAL ANGLE OF 01" 08'.16"i
THENCE NORTH OO" 05'04'VVEST, 1771.50 FEET;
THENCE LEAVING SAID RIGHT OF WAY LINE NORTH 89" 55'33" EAST 1OO.OO FEET:
THENCE NORTH OO'05' 04" WEST, 60.00 FEET;
THENCE SOUTH 89' 55' 33' WEST, 1OO,OO FEET TO THE EASTERLY RIGHT OE WAY LINE OF ENCANTO
DRIVE (3O,OO FEET HALF WDTH)i
PRERARED BY (&A ENGINEERING
357 N. SHERIDAN ST.
coRoNA, cA 92880
DATE EXHIBIT PREPARED: APRII- 3, 2020
10F 4
PARCEL'A"
EXHIBIT ''A..
LEGAL DESCRIPTION
THENCE ALONG SAID RIGHT OF WAY LINE NORTH OO" 05'OA" WEST,435.00 FEET;
THENCE LEAVING SAID LINE SOUTH 89" 18'51" EAST, 185,90 FEET;
THENCE NORTH 00' 05'40" WEST, 255.28 FEET TO THE 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 TRUMBLE ROAD i
THENCE ALONG SAID CENTERLINE OF ROUSE ROAD SOUTH 89' 18'49'EAST, 1313.99 FEETTO THE
CENTERLINE INTERSECTION OF ROUSE ROAD AND SHERMAN ROAO;
THENCE CONTINUING ALONG SAID CENTERLINE SOUTH 89" 18'54'EAST, 2627.27 FEET TOlHE
POINT OF BEGINNING:
CONTAINS 331.01 ACRES, MORE OR LESS
EXCEPTING 3 PARCELS THEREFROM, DESCRIBED AS FOLLOWS:
PARCEL I
BEGINNING AT THE MOST SOUTHVVESIERLY CORNER OF PARCEL "A";
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL'A', NORTH OO'04'58" VVEST,554,12 FEETTO
A POINT 50,OO FEET SOUTH OF THE CENTERLINE OF CHAMBERS ROADi
THENGE PARALLEL WTH THE CENTERLINE OF CHAMBERS ROAD, SOUTH 88' 30' 32' EAST, 82,12
FEET:
THENCE SOUTH OO'04'58'EAST. 552.36 FEETTO AN ANGLE POINT IN THE SOUTHERLY LINE OF SAID
PARCEL 'A':
THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL'A', NORTH 89" ,14'20'V\EST, 82.09 FEET TO
THE POINT OF BEGINNING;
GONTAINS 1,04 ACRES. MORE OR LESS
K&A ENGINEERING
357 N. SHERIDAN 5T
coRoNA, cA 92880
PRERAREO BY:
20F4
DATE EXHIBtT PREPARED; APRIL 3, 2020
EXHIBIT.'A,,
LEGAL DESCRIPTION
BEGINNING AT THE iilOST NORTHWESTERLY CORNER oF PARCEL 1;
THENCE ALONG THE VVESTERLY LINE OF SAID PARCEL I, SOUTH OO' 04' 58" EAST, 254-09 FEET TO AN
ANGLE POINT IN SAID PARCEL "A";
THENCE ALONG THE SOUTHERLY LINE OF SAIO PARCEL "A". NORTH 89' O'1' 24' V\EST, 442.92 FEET
TO A POINT 63,00 FEET EASI 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
11938.56 FEET;
THENCE NORTHERLY ALONG SAIO CURVE 66,39 FEET THROUGH A CENTRAL ANGLE OF OO' 19' 07'TO
THE SOUTHWESTERLY CORNER OF THE SOUTHERLY CORNER CUTBACK OF CHAMBERS ROAD AND
ENCANTO DRIVEi
THENCE ALONG SAID CORNER CUTBACK NORTH 34" 27'45" EAST, 25.73 FEEI TO THE
NORTHEASTERLY CORNER OF SAID CORNER CUIBACK, SAID POINT BEING 5O.OO FEET SOUTH OF
rHE CENTERLINE OF CHAMBERS ROAD i
THENCE PARALLEL W|TH THE CENTERLINE OF CHAMBERS ROAO, SOUTH 88' 30' 32" EAST, 432,94
FEET TO THE POINT OF BEGINNING:
CONTAINS 2,62 ACRES, MORE OR LESS
PARCEL 3
BEGINNING AT A POINT ON THE \AiESTERLY LINE OF SAID PARCEL ,A", SAID POINT BEING THE
NORTHERLY END OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 11969,56 FEET;
THENCE PERPENOICULAR TO THE CENTERLINE OF ENCANTO DRIVE, NORTH 89'54'58" EAST,33.OO
FEET TO THE TRUE POINT OF BEGINNING;
THENCE PARALLEL WTH THE CENTERLINE OF ENCANTO DRIVE, NORTH OO'05' 04'VVEST, 1714,35
FEET;
THENCE SOUTH 57' 42' 36" EAST. 51 1.66 FEET;
THENCE NORTH 89" 54'56" EAST, 37.87 FEETi
K&A ENGINEERING
357 N. SHERIDAN 5T
coRoNA, cA 92880
PRERARED BY:
30F4
DATE EXHIBIT PREPARED: APRIL 3,2020
PARCEL 2
THENCE PARALLEL WTH THE CENTERLINE OF CHAMBERS ROAD. NORTH 88' 30' 32" WEST, 456,75
FEET TO THE SOUTHEASTERLY CORNER OF THE NORTHERLY CORNER CUTBACK OF CHAMBERS
ROAD AND ENCANTO DRIVE;
THENCE ALONG SAID CORNER CUTBACK NORTH 32'36'03" WEST, 24,89 FEET TO THE
NORTHWESTERLY CORNER OF SAID CORNER CUTBACK, SAID POINT BEING 63,00 FEET EAST OF THE
CENTERLINE OF ENCANTO DRIVE AND ALSO BEING THE B EGINNING OF A NON.TANGENT CURVE,
CONCAVE EASTERLY. HAVING A RAOIUS OF 11936.56 FEET, TO \l/tllcH 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
THE TRUE POINT OF BEGINNING;
CONTAINS 17,51 ACRES, MORE OR LESS
AS SHOWN ON EXHIEIT "8", ATTACHED HERETO ANO MADE A PART THEREOF
'/.o 7,O 20
T L
P.L.S. NO. 91s4
REG EXP. O3i31l21
K&A ENGINEERING
357 N. SHERIDAN ST.
coRoNA, cA 92880
No. 9154
Exp. 7/t|/21
CS,.;
*i
N
o
L LA
CAL\
PRERARED BY:
40F4
DATE EXHIBIT PREPARED; APRIL 3, 2020
EXHIBIT,,A"
LEGAL DESCRIPTION
THENCE SOUTH OO'05'OT" EAST, ,I5O4.OO FEET TO A POINT 5O.OO FEET NORTH OF THE CENTERLINE
OF CHAMBERS ROAD:
EXHIBIT ''B''
PLAT
I
+
I
uJ
to
o
Et!Jto
=
tf
ot!zIoz:)
o
odz
tr
uJIo
SHEET 1 OF 1
Fdf,ooou,J
rlJz5
t!z
5q)
zu.ln
I,JJz
5
=.Dz
o
otrzot/,
B
o
CURVE TABLE
11969.56'239.12'
119J6.56',66.J9'
CJ 0!8'40'11936.56'J0.07'
LINE TABLE
BEARING DIST^l\lCT
L'
N89!2'28'l1l 941-59'
LJ N 89'1,('20'W 82.09'
L5
111 sEg16'5r'E r85.90'
255.2A'
113 s00!4'58'E
Ltl au?'
Lt6 NE9tt'24'W 112.92'
N0t13'02'w
118 NJ427'45'E
t20 N8954's6'F 33-00'
121 s57'42'36'E 511.65'
NE8'JO'J2'W 455.75'
t21 N32'J6'03'W 21.89'
N00t4'58'W 554.12'
515.06'
s891 8'45'E61'- .
18'4s"E I
99'-j sE9'16'54'E
2627.27',1 13rJ.'t5 14
1.7
uJ
dooFz
(.)z
tIJ
Jo -
--o
I
c1
-N88'30'32'W-
1027.89'
-
-N88 30'0s'tvL6 2629.16',
L5 o
od2
GUJ
o
CYL CHAMBERS ROADF
L5 t2
?/*/*2 Zl,2.62 AC.
SCALE:1"=800'
5ECTION 22, TOWNSHIP 5 SOUTH, RANGE 7 WEsT, S.B.M.
DATE EXHlElT PREPARED: APRIL 3, 2020
Exp. 3/31/21
SC
9154
-
in
oz
119
116
2
Lt8
c2
Lr7
111
C/L ROUSE ROAD
6
aooo.
d,
o-
PARCEL "A"_o
331.01 AC.
.<,
17.5t AC.
DETAIL
1.04 Ac.
_)
L22
3 L5
LJJ-
1
Jo
'!6i(R)
3
-.t
d.
E
niorF
SClrtI 1'=,100'
L9
L8
7
E,
q.
4od
P.O.B. PAR. 1
22
P.O.B. PARCEL 'A"
u0
CJ
121
126
6J'
309.84 ACRES t (PARCEL,A, MTNUS D(CECPIION PARCEEl" 2, AND 3)
I
ll
AREA:
I no.-T_ lI cl I roa'+o'
R--f-L
lc2 0'r 9'07:
IsoollsltT sgi.oc
nooo+'sc'wfjlq.oJ
I nsgrr'z+'w I rzs.gs't L6 TNolJbrliT r6E9dI rz I x*-t'.r'.
'
r..*'
fT8-fxootstl'nT 6ondf L, Tssr5J$.wT roo-oor
f Lo-TNoolstrTTlrs^od-
L1 , TNoo!51{01*
t-ts I soot+'sa'r I ssz.:o'
i Lt, TsEsJo3rt
tu, TNErblt6t
3J.03'
trr
-t192iI zs.z:'
I $Ls1'
fLrll
t J?.E/
I zsr.og'
I sss:dJlE
L25
126 Na9!1'24'W
s88'30't2'E
ltJ
Lt!0-
I
I
I
I
I
I
I
I
I
I uJtio
IPz
rg
r3
)
FORM OF CERTIFICATE OF ASSIGNMENT AND
TRANSFER OF FEE CREDITS
The undersigned Master Developer, as the holder of certain DIF circulation facility fee credits
("Fee Credits") under the lMqstct' or Name of Sb-Agree menl) Legado DIF Reimbursement
Agreement for Park Facilities between Master Developer lor Masler Developer's predecessor 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
Master Developer Name:
Assignee's Name
Lots Owned by Assignee:
Fee Credit Balance Held by Master Developer
under Agreement Before Assigrunent:
Fee Credit Balance Held by Master Developer
under Agreement After Assignment:
MASTER DEVELOPER:
$
$
S
ASSIGNEE:
aa
By:
Name
Title:
Date:
Master Developer Contact:
Name
Address
Telephone:
E-Mail:
Assignee Contact:
Name
By:
Name
Title:
Date:
Address
Telephone
E-Mail:
l0
EXHIBIT C
Tract Lots
Amount of Assigned Fee Credits:
Acknowle
CITY OF MENIFEE
By
Name
ll
Park Reimbursement Area
t1D4
t
A
r
aa
r,'
I
I
-6
r
I
I
I
il
r
I
t-l
.I
-
.,....',.,,i'
ir ll,'*'r
!c
3
)'..":.}
'-,. --.1
I
rit
a
I
-\E
I
0
0
0.38
1:36,'112
0.75
05
Sd@: Eri, Ms, GaEyo, E.?tlEEr G.ogrIrt:, CNEslAtt06 (EOA US6S. Ado6RrO, rCN. rn tu C6 Us Cfru
EXHIBIT D
t.
II
I a
I
I
-)e.
in;
I
:-af
?..'
11512OU,11'.40.29 AM
l].'l city eornou.y
Major Roads
- Freeways & Highways
Cn, Sd
EXHIBIT E
SUB ACREEMENT FOR DIF REIMBURSEMENT
OF PARK FACILITIES
This Sub Agreement lor DIF Reimbursement ol Park Facilities (hereinafter "Agreement")
is entered into on _, 2022 (the " Lllbctive Date"), by and between the CITY OF MENIFEE
(hereinafter "CiO,"), a municipal corporation of the State of California, and BLC FLEMING LLC,
a Delaware limited liability company (hereinafter "Developer").
RECITALS
A. Developer owns all of the real property described on Exhibit A and depicted
on Exhibit B to the Master Agreement for DIF Reimburseurent! 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 MBster Agreernent lor DIF
Reimbursement as Exhibit A ("Propcrly").
B. On or about June 4,2020, the City and Developer entered into that certain
Development Agreement (the "Develctpment Agreement") pertaining to the Property, which
described in further detail in the various Planning and Zoning Approvals for the Pro.iect on the
Property, including the Legado Specific Plan, Change ofZone, and nrultiple Tentalive Tract Maps
(collectively, the " Developmenl Approvals" or the " Proj ect").
C. As part of processing the Project, Developer has been conditioned to construct
certain Park Facilities, as more specifically described in the Development Approvals and Exhibit
F of the Development Agreement;
D. Because the projected cost of the Park Facilities was expected to exceed the
Developer's fair share ol Development lmpact 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 lo the Developer out of DIF and lease
revenue from the Community Park and the Community Center;
E. On or about February _,2022, the City and Developer entered into that certain
Master Legado DIF Reimbursement for Park Facilities ("Master Reimbursement Agreement") to
create a structured process for obtaining reimbursements and credits from the City for these
facilties, which includes the execution ofa Sub Agreement for each facility within thirty (30) days
after the public opening of a given Park Facility, as identified in Exhibit F to the Development
Agreement;
On or about the City held a public opening for theF
and the parties now intend to enter into a Sub Agreement for said facility(ies).
AGREEMENT
NOW, THEREFOR-E, in consideration ol 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:
DEFINITIONS AND EXHIBITSI,
2. TERM
LI 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.
2.1 The term of this Agreemenl ("Term"\ shall commence on the Effective Date and
continue thereafter for a period of ten ( l0) years.
3. REIMBURSEMENT
3.1 Pursuant to Section 5.2.3 ofthe Development Agreement, Developer is eligible lor
reimbursenrents of of their excess contributions from the transfer of Park DIF paid by other
projects rn the area (as shown in Exhibit D to the Master Reimbursement Agreement) afler the
Eflective Date of the Development Agreement and otherwise eligible for expenditr,rre on each Park
Facility. Reimbursements associated with the Community Park and Community Center Park
Facilities shall, in addition to Park DIF reimbursements, receive twenty percent (20%) ofthe lease
revenue lor the Community Park and the Community Center ("Lease Revenue"). Based on the
Development Agreement Exhibit F-3 and Footnote 7 of that exhibit, the maximum total DIF park
lacility fee reirnbursement shall be $2,324,458.
3.1.1 Developer shall apply to the City by January 3l of each year of the
Reinrbursable Amount requested for the Park Facility that was not requested in a prior
calendar year, such Reimbursable Amount being the total Actual Cosls ofConstruction lor
a Park Facility, minus any reimbursements 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 lhis
Agreement. Any otherwise qualifying 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 lor reimbursemenl of any amounts to the extent
that they otherwise are subject to reimbursement lrom bond proceeds of a Community
Facilities District(, established to fund the Park Facilities pursuant to Section 3.2.5 ofthe
Master Reimbursement Agreemenl:
(a) Actual Costs of Constnrction shall be evidenced by Developer's
submission of paid 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.
2
3. L2 Within fony-five (45) calendar days of receipt of the Developer's notice,
the City will calculate any Park DIF available lor that particular facility that was paid by
other property owners/developers desigrated in Exhibit D to tlie Master Reimbursement
Agreement after the Effective Date ofthe Development Agreement, as well as any Lease
Revenue as appropriate. Such calculation shall include a minimum often percent (10%)
and up to thirty-five percent (35%) of the DIF park lees collected after the Effective Date
of the Developnrent Agreement by other property owners/developers designated in Exhibit
E for years I -9, and a minimum of ten percent ( l0%) and up to one hundred percent ( 100%)
in year 10.
3.1 .3 Within forty-five (45) calendar days of receipt and afler calculating the
amount of DIF available for the panicular facility, the City will reimburse Developer a
minimum of ten percent (t0%) and up to thirty-five percent (35%) of the DIF available for
the particular facility that was paid by other property owners/developers desigaated in
Exhibit D to the Master Reimbursement Agreement after the Effective Date of the
Development Agreement. The amount to be reimbursed will be determined by the City
based on and including but not limited to the following factors: the ftrnds available in the
DtF Park accounts, the status and need for other park facilities identified in the City's Five-
Year Capital Improvement Plan (CIP), the need for priority projects to address safety
issues, the priority ofother park lacilities as identihed in the Parks, Trails, Open Space &
Recreation Master Plan, and whether the lacilities submitted for reimbursement are eligible
facilities. If said facilities include the Community Park and Community Center Park
Facilities, the City will pay Developer twenty percent (20%) of the Lease Revenue
associated with the Community Park and Community Center. The City may exclude any
allowable administrative cosls due for management of the fund at issue. ln the tenth year,
the City will provide a minimum of ten percent ( I 0%) up Io one hundred percent ( 100%)
of the amount of the DIF available. Notwithstandrng 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 each ol the facilities,the total credits and reimbursements shall not
exceed the dollar amount of the Actual Cost of Constnrction of such improvement. In
addition, Developer shall not be eligble lor reimbursement ofany amounts that otherwise
are subject to reimbursenrent from bond proceeds of a Community Facilities District(s)
established to fund the Park Facilities as described in Section 3.2.5 of the Master
Reimbursement Agreement.
3.1.5 The rights to reimbursement under this Agreement are personal to
Developer- 1l 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. Master Developer shall also have the right to designate any owner of the
Property as the successor Master Developer by providing City written notice of such
designation.
3.2 Annual Reconciliation. Developer and the City shatl meet once a year, no earlier
than April I and no Iater than July t, for the purpose ofreconciling the amount of reimbursement
paid by the City for the Park Facilities, the anounts assigned to any Community Facilities
3
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 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 ofConstruction incurred
in comection with the constnrction, installation and/or dedication of each of the improvements
will exceed the identilied "Project Cost" lor each such improvement.
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 dominion 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
4
(r. I Specific Performance Available. The Parties acknowledge that money damages
and remedies aI law generally are inadequate and specihc perlormance is a particularly appropriate
remedy lor the enlorcement of this Agreement and should be available to Developer and the City
because the size, nature and scope of the Proiect, make it impractical or impossible to restore the
Propeny 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 ol the Property or portions thereof. Developer and CITY have
invested significant time and resources in performing extensive planning and processing lor the
Project and in negotiating and agreeing to the tenls of this Agreement and will be investing even
more significant time and resources in implementing the Proiect in reliance upon the terms of this
Agreemenl., such that it would be extremely difficult to determine the sum olmoney which would
adequately compensate Developer and/or CITY for such efforts. The Parties therefore agree that
specific performance shall be the sole remedy available for a breach of this Agreement except as
permrtted 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 iniunctive or other relief
compelling the 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 ofthis 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 foregoing, CITY may recover from Developer any lees owed under or
pursuant to this Agreement; and Developer may recover from CITY the dollar amount of any
reimbursements due under or pursuant to this Agleement and the right to exercise any credits due
under or pursuant to this Ageement.
7. MISCELLANEOUSPROVISIONS
7.1 Entire Agreement. This Agreement sets lbr1h and contains the entire
understanding and agreement of the Parties, and there are no oral or written representations,
underslandings or ancillary covenants, undertakings or agreements which are not contained or
expressly relerred to herein. No testimony or evidence ofaoy such representations, understandings
or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine
the terms or conditions olthis Agreement.
7 .2 Severability. If any term, provrsion, covenant, or condition of this Agreement is
held by a court ol competent jurisdiction 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 ofthe State ofCalifornia.
Any dispute between City and Developer over this Agreement shall be filed, and tried, in the
Superior Court of 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 construction 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, eacli 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 nol affect any construction or interpretation of 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 of this 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
denrand strict compliance by the other Party with the terms ofthis Agreement thereafter.
7.8 No Third Party Beneficiaries. This Agreemenl 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 of action based upon any provision of this Agreement.
'7.9 Extension of Time Limits. The time limits set lorth in this Agreement may be
exlended by mutual consenl in writing of the Parties without amendmenl to this Agreement.
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.
5
7.10 Mutual Covenants. The covenants contained herein are mutualcovenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby
ofthe covenants to be performed hereunder by such benelited Party.
7.ll Counterparts. This Agreement may be execr.tted by the Parties in counterpans,
which counterparts shall be construed together and have the same eflect as if each ol the Parties
had executed the same instrument.
'1 .12 Jurisdiction and venue. Any actron at law or in equity arising under this
Agreement or brought by any Pany hereto for the purpose ofenforcing, construing or determining
the vahdity olany provision ofthis Agreement shall be filed and tried in the Superior Court of the
County oi 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 ofthe Parties shall cooperate with and
provide reasonable assistance to the other to the exlent 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 Party shall promptly execute, with
acknowledgment or alfidavit 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 oul the intent and to fulfill the provisions oflhis Agreement or to evidence or
consummate the transactions contemplaled by this Agreement.
7 .14 Amendments in Writing/Cooperation. This Agreement may be amended only
by wntten consent ol both Parties specifically approving lhe aurendtnent and in accordance with
the Government Code provisions for the amendment of Development Agreements. The Parties
shall cooperate in good laith with respect to any amendment proposed in order to clarily 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 ofunrelated matters.
7.15 Termination. In the event that the underlying Development Agreement ts
terminated, then the obligations under this Agreement shall terminate as wel[. For avoidance of
doubt, such termination shall not impact Developer's rights to reimbursements that are available
under the City's Municipal Code lor the Park Facilities without consideration ofthe Development
Agreernent. Nor shall such lermination impact Developer's right to credits in accordattce with
Section 5.2. I of the Development Agreement.
7.1(, Authority to Execute. The Person or Persons executing this Agreement on behalf
of Developer warranls and represents that he/they have the authority to execute this Agreement on
behalf ol his/their corporation, partnership or business entily and warrants and represents that
he/they has,trave the authority to bind Developer to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the Pa(ies hereto have executed this Agreement 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 Attomey
(SEAL)
DEVELOPER: BLCFLEMINGLLC, A
Delaware limited liability
company.
By
Title
By
Title
IALL SICNATURES SHALL BE NOTARIZED. EXECUTION ON BEHALF OF ANY
CORPORATION SHALL BE BY TWO CORPORATE OFFICERS.]
7