2022/02/15 BLC Fleming, LLC Legado DIF Reimbursement Agreement for Circulation FacilitiesMASTER LEGADO DIF REIMBURSEMENT AGREEMENT
FOR CIRCULATION FACILITIES
This Master Legado DIF Reimbursement Agreement for Circulation Facilities (hereinafter
"Agree menr") is entered into on 6h lr , 2022 (the "Elfective Date"'1,by and between the CITY
OF MENIFEE (hereinafter "City"), a municipal corporation of the State of Califomia, and BLC
FLEMING LLC, a Delaware limited liability company (hereinafter " Developef').
RECITALS
A. Developer owns all of the real property described on [!]!!!3! and depicted
on gi!i!!, consisting of approximately 3 3 I acres of land located in the City of Menilee, County
ol Riverside, State of California, more particularly described in the legal description attached
hereto as $[!!!3! ( Properry").
B. On or about Juoe 4, 2020, the City and Developer entered into that certaln
Development Agreement (the "Development Agreemerl") with Docrunent Number 2020 -0282073
in the Official Records ofthe County of Riverside pertaining to the Property, which described in
further detail in the various Planning and Zoning Approvals for the Project on the Property,
including the Legado Specific Plan, Change of Zone, and multiple Tentative Tract Maps
(collectively, the "DevelopmenI Approvals" ot the "Project").
C. As part of processing the Profect, Developer has been conditioned to construct
certain Circulation Facilities, as more specifically described in the Development Approvals and
Exhibit F of the Development Agreement;
D. Because the projected cost of the Circulation Facilities was expected to exceed the
Developer's fair share of Development Impact Fees (*DlF'), as described in Section 5-2 of the
Developr,rent Agreement, the Developer and the City are to enter into a reimbursemeni agreement
for the purpose of providing lor reimbursements to the Developer out of DIF. Developer
acknowledges that DIF are imposed in various separate categories to fund specihc public facilities
identified in the applicable nexus reports. Credit against DIF may only be applied for eligible
improvements identified in the specific DIF category. Under the City's existing DIF program, all
DIF circulation facility impact lees are available for expenditure on all ofthe Circulation Facilities.
Horvever, for example, credits given lor Circulation Facilities shall not receive credit against the
storm drain component of DIF.
E. The Project phasing plan contemplates specific Circulation Facilities being
constructed prior to lhe occupancy ofresidential units within certain phases ofdevelopment (each
a"Phase"). City and Developer desire the DIF fee credits associated with the Circulation Facilities
to be available when adequate sureties for the Circulation Facilities associated with a Phase are
approved and such credits would be available for dwelling units within that Phase.
AGREEMENT
NOW, THEREFORE, in consideration of the above recilals and o[ 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 follows:
I. DEFINITIONS AND EXHIBITS.
LI Delinitions. This Agreement uses a number ofterms having specific meanings, as
defined below. Terms undefined in this Agreement shall have lhe 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 ol the Propertyi
Exhibit B - Map Showing Property and its locationi
Exhibit C - Fee Credit Transler Form;
Exhibit D - Fee Credit Schedule; and
Exhibit E - Sub Agreement for DIF Reimbursement for Circulation Facilities
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 Circulation
Facility.
3, CREDITS AND REIMBURSEMENT
3.1 Pursuant to Section 5.2.1 ofthe Development Agreement, Developer is eligible to
receive the specific impact lee credits described in Column D and footnote 4 ofExhibit F-l ofthe
Developnrent Agreement, in the amount of $4,772,7 40.00. However, prior to obtaining the impact
fee credits lor the Circulation Facilities, Developer must provide adequate sureties for the
Circulation Facilities. In order to obtain the credits listed in Exhibit D, the following must occur:
3. I .I Developer must notify the City in writing that it is requesting the
Development Fee credits for a Phase listed on EliblLD and must provide the City with
evidence of the sureties, in the form approved by and acceptable to the City, for the
Circulation Facilities associated with that Phase as specified on S[!!!qp. Developer will
have to procure Performance, Security, and Labor and Material sureties as described in
Section 7.80.050 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 afler the Developer provides a notice in writing to
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the City Engineer requesting approval; should the City Engineer fail to respond to the
Developer within thirty (30) days, the Developer shall noti! the City Engineer rn writing
and request that the City do so within fourteen (14) days. At the end of the fou(een (14)
day period, if the City fails to respond in one way or another, then the Developer will be
required to notit/ the City Manager in writing of its request, who wil[ then have thirty (30)
days to respond and provide the Developer with a determination. If the City Manager fails
to respond within thirty (30) days, the City shall be deemed to have approved the sureties
provided by the Developer.
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 circulation lacility impact fee credits for the number of dwelling units
associated with the Phase that sureties have been provided for in accordance with Section
3.1.1 above. City shall provide Developer written confirmation ofthe number of dwelling
units that fee impact credits have been granted and the Phase 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 of the Property, BLC Fleming LLC
("Master Developer") shall have the right to assign rights to DIF circulation facility impact
fee credits in the amount specified by Master Developer to other owners of the Property
subiect to the terms and conditions stated herein. Any assignment of the right to DIF
circulation fee credrts shall be made in writing and delivered to the Cily in the lorm attached
hereto as Exhibit C. 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 Pursuant to Section 5.2.2 of the Development Agreement, Developer is also eligible
for reimbursements oIDIF circulation facility impact fees lrom the City based on DIF circulation
facility impact fees with such reimbursements coming solely from the Development Fees collected
by the City and otherwise eligible lor expenditure on the subject Circulation Facility. within thirty
(30) days o[acceptance of the Circulation Facility by the City, the City and Developer shall enter
into a Sub Agreement for DIF Reimbursernent lor Circulation Facilities to cover that Circulation
Facility with a ten ( I 0) year terrn and describe the process for obtaining DIF reimbursernent. Based
on the Development Agreement Exhibit F-l and Footnote 7 of that exhibit, the maximum total
DIF circulation facility fee reimbursement shall be $780,157.00.
3.2.1 Developer shall apply to the City by January 3l of each year of the
Reimbursable Amount requested lor a Circulalion Facility that was not requested in a prior
calendar year, such Reimbursable Amount being the total Actual Costs ofConstruction for
a Circulation Facility, minus any reimbursements that were previously provided by the
City. Failure ofDeveloper 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 qualifying 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 amounts to the extent
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thal they otherwise are subject to reimbumement lrom bond proceeds of a Community
Facitities District(s) established to Ilnd the Circulation 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,
including, to the extent applicable, palment of prevailing wages and other
documentation required for construction of improvements.
3-2.2 Within forty-five (45) calendar days of receipt of the Developer's notice,
the City will calculate any DIF circutation facility impact fees available for reimbursement
to Developer for reimbursements requested that calendar year and all prior calendar years.
Such calculation shall include a minimum of five percent (5%) and up to 25% of the DIF
circulation facility impact fees collected city-wide and otherwise eligible for that
circulation lacility for years l-9 and a minimum of ltve percent (5%) and up to 100% of
the DIF circulation facility impacts for year 10.
3.2.3 Within forty-five (45) calendar days of receipt and after calculating the
amount of DIF circulation facility impact lees available, the City will pay Developer a
minimum of five percent (5%) and up to twenty-five percent (25%) of the arnount o[DIF
circulation facility impact fees collected city-wide and otherwise eligible for the
Circulation 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:
funds available in the DIF Circulation accounts, the status and need for other circulation
facilities identified in the City's Five-Year Capital Improvement PIan (CIP), the need for
priority proiects to address safety issues and whether the facilities submitted for
reimbursement are eligible facilities. The City may exclude any allowable adrninistrative
costs due for management of the lund at issue. If necessary, in the tenth year of a
reimbursement period, the City will pay Developer a minimum of five percent (5%) and
up to one hundred percent (100%) of the amount of DIF otherwise eligible for that
circuladon 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.
3.2.4 For each of the facilities listed in Exhibit F-l of the Development
Agreement, the total credits and reimbursements shall not exceed the dollar amount of the
Actual Cosl of Conslruction of such improvement. In addition, Developer shall not be
eligible for reimbursement ofany amounts to the extent that they otherwise are subiect to
reimbursement from bond proceeds of a Community Facilities Distric(s) established to
fund the Circulation Facilities pursuant to Section 3.2.5 below-
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 allor a portion
of the Property to reimburse all or a portion of the eligible Reirnbursable Amount that
Developer has not received reimbursement. from the DIF Circulation Facility irnpact fund;
any such reimbursement frorn CFD funds shall reduce the amount eligible lor
reimbursement lrom DIF Circulatton Facility rmpact fees. In order to eflectuate the parties'
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inlent and to avoid any possible double counting, concurrently with the Developer's
submission ola request to form a cFD for the Property as described above, Developer shall
provide a wri$en analysis to the City Engineer and/or the Public Works Director describing
what facilities 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
appiicable Sub-Agreement. Ifany such facilities and amourts are identified in the written
anatysis, then during the timeframe the City reviews the analysis, which review shall not
take longer than ninely (90) days, the City shall not be required to provide any DIF
Circulation Facility impact fee reimbursemenls. Once the CFD is formed, the Developer
will process an addendum to this Agreement and, as necessary, to any applicable Sub-
Agreiment, that describes the amounts that are no longer subject to being reimbursed. In
thi event of an inadvertent "double" payment from the CFD and this Agreement, the
Developer shall pay back the City within ten ( I0) days ofdiscovery or notification '
3.3 Annual Re iliation. Develo per and the City shall meet once a year, no earlier
than April I and no later than July l, lor the purpose olreconciling the amount of reimbursement
paid by the City for the Circulation Facilities, the amounts assigaed to any Community Facilities
bistric(s), the amount olany credit used by Developer and reimbursements made to Developer,
and tlie maximum amount of credit and reimbursements still 0vailable to be claimed by Developer.
City and Developer shalljointly prepare a document describing the reconcilia(ion amounts which
will be used to guide future requests lor reimbursement.
4 ASSUMPTION OF RISK
4.1 Developer agrees to assurne the risk that the Actual Costs ofConstruction incurred
in connection with the consm.rction, installation and/or dedication ol each ol the improvemenls
will exceed the identified "Project Cost" for each such improvement.
5. PROCEDURE FOR RELEASE OF SURETIES
5.1 Upon acceptance ofa Circulation Facitity, a nolice of completion for that public
improvemenr shill be taken to rhe City Council, and the City Council shall authorize the City
Engineer to release applicable securities in whole or in part for that Circulation Facility; however,
such release shall not apply to the amount of security deemed necessary by the City Engineer for
the guarantee and warranty period.
5.2 Prior ro the acceplance ol the Circulation Facilities, the Developer shall be
responsible for maintaining the Circulation Facilities in proper operating condition and shall
perform such maintenance as the City Engineer reasonably determines to be necessary.
6. RELATIONSHIP OF PARTIES
6.1 The Parlies 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 venrure, 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 subconlractors
an agent, contractor or subcontractor of City.
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7. DEFAULT AND REMEDIES.
7.1 Specific Performance Available. The Parties acknowledge that money damages
and remedies at law generally are inadequate and specific 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 Proiect, make it impractical or impossible to restore the
Property to its natural condition once implementation of this Agreement has begun. After such
implemenlation, Developer and/or CITY rnay be foreclosed from other choices they may have had
to utilize or condition the uses of the Property oI portions thereof. Developer and CITY have
invested significant time and resoulces in perlorming extensive planning and processing for the
Project and in negotiating and a$eeing lo the terms of this Agreement and will be investing even
moie signiticant time and resources in implementing the Project in reliance upon the terms olthis
Agreemint, such that it would be extremely diflicult to determine the sum of money which would
adiquately compensate Developer and/or CITY for such efforts. The Parties therefore agree that
specifrc 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 injunctive Or other relief
compelling the payment of money, including attorney fees, from the other Pa(y by reason of,
arising oufof, based upon, or relating to (a) the interpretation, enforcement, performance, 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 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 lrom 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, MISCELLANEOUSPROVISIONS
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, unde(akings 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 ofany kind or nature to interpret or determine
the terms or conditions of this Agreernent. Notwithstanding an)4hing to the contrary in Section
8.1, if a conflict exists between the tenns of this Agreement and the Development Agreement, the
tenns ofthe Development Agreement shall control.
8.2 Severability. lf any term, provision, covenant, or condition of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions of this Agreement shall continue in full lorce and effect, unless and to the extent the
rights and obligations ofany Party has been materially altered or abridged by such holding.
8.3 Interpretation and Governing Law. This Agreetnent and any dtspute arising
hereunder shall be governed and interpreted in accordance with the laws ofthe State olCalifomia.
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Any dispute between CITY and Developer over this Agreement shall be filed, and tried, in the
Suierioi Court of the County of Riverside. This Agreement shall be constmed as a whole
aciording to its lair language ind common meaning to achieve the objectives and purposes of the
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 Agreemenl, each
of the parties having been represented by counsel in the negotiation and preparation hereof.
8.4 Section Headings. AII section headings and subheadings are inserted lbr
convenience only and shall not affect any construction or interpretation of this Agreement.
8.5 Singular and Plural. As used herein, the singular ofany word includes the plural.
g.(r Time of Essence. Trme is ol the essence in the performance ol the provisions of
this Agreernent as to which time is an element.
8.7 Waiver. Failure of a Party to insist upon the strict perfomance of any ol the
provisions ofthis Agreement by the other Party, or the lailue by a Parly to exercise its rights upon
ihe Default of the other Party, shall not constitute a waiver ol such Party's right to insist and
demand strict comptiance by the other Party with 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 upon any provision oflhis Agreement.
tl.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 covenanls 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 perlormed hereunder by such benelited Party
tt.l I counterparts. This Agreement may be executed by the Parties in counterpans,
which counterparts shall 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
Agreement or brought by any Party hereto for the purpose of enforcing, construing or determining
thi validity of any provision of this Agreement shall be filed and tried in the Superior Court of the
Counly of 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.
8.13 Further Actions and lnstruments. Each ofthe Parties shall cooperate with and
provide reasonable assislance to the other to the exlent contemplated hereunder in the performance
olall obligations under this Agreelnent and the satisfaction of the conditions of this Agreement.
Upon the request of either Party at any tilne, the other Party shall promptly execute, with
acknowledgment or affidavit if reasonably required, and file or record such required instruments
1
Docnsign Envelope lD: CDDCDCDE-0828-4A15-9299-3408A9C91918
und writings and take any ac(ions as may be reasonably necessary under the terms of this
Agreemenl ro carry out the intent and to fulfill the pro! isions o[ this Agreenrent or to evidence or
consunlmale the transactions contemplated by thrs Agreement.
ri.1.1 Amrndments in Writing/Cooperation. This Agreement rnay be amended only
by uritten consent of both Parties specifically approring the amendment. The Panies shall
cooperate in good thith with respect to any amendment proposed in order to clari[y the intent and
application ol this Agreenrent, and shall treat any such proposal on its own merits. irnd not as a
basis for the introduction olunrelated matters.
ll.l5 Termination. ln the event that the underlying Development Agreemert is
t!'rnrinated. then the obligations under lhrs Agrecment shall terminate as rvell For avoidance of
doubr, such termination shall not impact Developer's rights to reimbursements thal are available
under rhe City's lvlunicipal Code for the Circulation Facilities rvithout consideration of the
Derelopnrent Agreemenl. Nor shall such ternrination impact Dereloper's rrght to credits in
accordance with Section 5.2. I ol'the Der elopment Agreement.
ti l6 Authorit! to Erecute. The Person or Persons executing this Agreemenl on behall'
ol'a Pa )' Narrants flnd represents that he,'they have the authority to execute this Agreemenl on
behall'ol his/their corporctron, partnership or business entity and warranls and represents that
he,'thcr has'have the authority to bind that Party to the perlbrmance oI its obligations hereunder
IN WITNESS WHEREOF. the Panies hereto have executed this Agreenrent on the day
and year lirst set fonh above.
t'tr N Itrtill
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DEVELOPER: BLC FLEMING LLC,
Delaware limited liabilitY
company.
By
Title
By
TitIE
See attached signature
See attached signature
See attached srgnature
See attached signature
0
e
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 CIRCUTATION FACILITIES
Proiect Name: Fleming Ranch (aka tegado)
Dated 2_1 2-oz2-
BLC FLEMING LLC,
a Delaware limited liability company
By Bristol Land Company LLC,
a Delaware limited liability company lts
Authorized Agent
John R.atterson
Its: Authorized Agent and Signatory
By rtlt er4
Noah Shih
Its: Authorized ABent and Signatory
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate 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
On 1 bLL before me,N''L-\ ki$re L\diee,Nrhtl--Llli
personally appeared
who proved to me on
di,\r. R... Pa-\qrcsrn A N,^\ S\qh
the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and Nlt( xRtsTlNt n TTlcE
No!.ry Publi( - Californr.
Orang. County
Ccomirsion r 22,t69ll
ry Comm. Erptr6 Jufl 21, 2022
Signature (Seal)
State of California
County of OrM\Ae- ), _-------.-------
EXHIBIT ''A"
LEGAL DESCRIPTION
IN THE CITY OF MENIFEE, COUNry OF RIVERSIDE, STATE OF CALIFORNIA, BEING A PORTION OF
SECTION 22. TOVVNSHIP 6 SOUTH, RANGE 3 \A/EST, 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 SAIO SECTION, SOUTH OO'08'04" EAST, 2694,4T' FEET, TO
THE CENTERLINE OF CHAMBERS ROAD (44.00 FEET HALF !!IDTH);
THENCE ALONG SAID LINE, NORTH 88' 30' 09' WEST, 2629..16 FEET TO THE CENTERLINE
INTERSECTION OF CHAMBERS ROAD AND SHERMAN ROAD;
THENCE CONTINUING ALONG SAID CENTERLINE NORTH 88" 30'32'\AEST, .1027.80 FEET:
THENCE LEAVING SAID LINE SOUTH OO'07'5,1" EAST,593.04 FEET;
THENCE NORTH 89' 02'2T WEST, 941.59 FEET;
THENCE NORTH 89" 44' 20" WEST, 82.09 FEET|
THENCE NORIH 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 WIDTH);
THENCE ALONG SAID RIGHT OF WAY LINE NORTH 01' 13'02- VGST, 168,98 FEET TO THE BEGINNING
OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 11969.56 FEET :
THENCE NORTHERLY ALONG SAIO CURVE 239.42 FEET THROUGH A CENTRAL ANGLE OF 01' 08'.16.;
THENCE NORTH OO'05'04" WEST. 1771.50 FEET;
THENCE LEAVING SAID RIGHT OF WAY LINE NORTH 89" 55'33'EAST IOO.OO FEET|
THENCE NORTH OO' 05'04'WEST, 60.00 FEET;
THENCE SOUTH 89" 55'33'VVEST, 1OO.OO FEET TO THE EASTERLY RIGHT OF WAY LINE OF ENCANTO
DRIVE (30.00 FEET HALF WDTH)i
PRERARED BY:K&A ENGINEERING
357 N. SHERIDAN ST,
coRoNA, cA 92880
DATE EXHlSlT PREPARE0: APRIL 3, 2020
10F 4
EXHIBIT ''A"
LEGAL DESCRIPTION
THENCE ALONG SAID RIGHT OF WAY LINE NORTH OO" 05'04" WEST,435,00 FEET;
THENCE LEAVING SAID LINE SOUTH 89" 18'51" EAST, 185.S0 FEET|
THENCE NORTH OO' 05' 4O', WEST, 255.28 FEET TO THE CENTERLTNE OF ROUSE ROAD ( 5O.OO FEET
HALF WOTH);
THENCE CONTINUING ALONG SAID CENTERLINE SOUTH 89' 18' I15" EAST. 1031,61 FEET TO THE
CENTERLINE INTERSECTION OF ROUSE ROAO AND TRUMBLE ROAO ;
THENCE ALONG SAID CENTERLINE OF ROUSE ROAD SOUTH 89" 18'49" EAST, 1313.99 FEET TO THE
CENTERLINE INTERSECTION OF ROUSE ROAD AND SHERMAN ROAO .
THENCE CONTINUING ALONG SAID CENTERLINE SOUTH 89" 18' 54" EAST, 2627.27 FEEr rO TNE
POINT OF BEGINNING;
CONTAINS 331,0,I ACRES. MORE OR LESS
EXCEPTING 3 PARCELS THEREFROM, DESCRIBED AS FOLLOWS:
PARCEL 1
BEGINNING AT THE MOST SOUTHVVESTERLY CORNER OF PARCEL 'A";
THENCE ALONG THE WESTERLY LINE OF SAIO PARCEL'A', NORTH M'04'58" WEST,554,12 FEETTO
A POINT 50.OO FEET SOUTH OF THE CENTERLINE OF CHAMBERS ROAD;
THENCE PARALLELWTH THE CENTERLINE OF CHAMBERS ROAD, SOUTH 88' 30'32' EAST,82,12
FEET:
THENCE SOUTH OO" 04' 58' EAST, 552.38 FEET TO AN ANGLE POINT IN THE SOUTHERLY LINE OF SAID
PARCEL "A';
THENCE ALONG THE SOUTHERLY LINE OF SAIO PARCEL "A", NORTH 89" 44'20'WEST, 82,09 FEET TO
THE POINT OF BEGINNING;
CONTAINS 1.04 ACRES, MORE OR LESS
PRERARED BY:K&A ENGINEERING
357 N. SHERIDAN 5T
coRoNA, cA 92880 20F4
DATE EXHIBIT PREPARED: APRIL 3, 2020
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL 2
BEGINNING AT THE MOST NORTHWESTERLY CORNER OF PARCEL 1.
THENCE ALONG THE WESTERLY LINE OF SAIO PARCEL I, SOUTH OO' 04' 53" EAST, 254,09 FEET TO AN
ANGLE POINT IN SAID PARCEL .A';
THENCE ALONG THE SOUTHERLY L|NE OF SAID PARCEL "A", NORTH 89" 01'24" WEST, ,142.92 FEET
TO A POINT 63-OO 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 SOUTHVVESTERLY CORNER OF THE SOUTHERLY CORNER CUTBACK OF CHAMBERS ROAD ANO
ENCANTO DRIVE:
THENCE ALONG SAIO CORNER CUTBACK NORTH 34" 27'45" EAST, 25.73 FEET TO THE
NORTHEASTERLY CORNER OF SAID CORNER CUTBACK, SAID POINT BEING 5O.OO FEET SOUTH OF
THE CENTERLINE OF CHAMBERS ROAD i
THENCE PARALLEL w|TH THE CENTERLINE OF CHAMBERS ROAD, SOUTH 88'30'32" EAST,432.S4
FEET TO THE POINT OF BEGINNING:
CONTAINS 2,62 ACRES, MORE OR LESS
PARCEL 3
BEGINNING AT A POINT ON THE WESTERLY 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 PERPENDICULAR TO THE CENTERLINE OF ENCANTO DRIVE, NORTH 89" 54'56" EAST,33,OO
FEET TO THE TRUE POINT OF BEGINNING ;
THENCE SOUTH 57" 42' 36' EAST,51'1.66 FEET;
THENCE NORTH 89'54'56" EAST, 37.87 FEETI
PRERARED 8Y:K&A ENGINEERING
357 N, SHERIDAN 5T.
coRoNA, cA 92880
DATE EXHIBIT PREPARED: APRIL 3, 2020
30F4
THENCE PARALLEL WTH THE CENTERLINE OF ENCANTO DRIVE, NORTH OO' 05' 04' \A/EST, 1714,35
FEETi
THENCE SOUTH OO'05'04'EAST, 15O4.OO FEET TO A POINT 5O,OO FEET NORTH OF THE CENTERLINE
OF CHAMBERS ROAD:
THENGE PARALLEL WTH THE CENTERLINE OF CHAMBERS ROAD, NORTH 88'30'32" WEST, 456.75
FEET TO lHE SOUTHEASTERLY CORNER OF THE NORTHERLY CORNER CUTEACK OF CHAMBERS
ROAO AND ENCANTO DRIVE;
THENCE ALONG SAID CORNER CUTBACK NORTH 32'36' 03" WEST, 24.89 FEET TO THE
NORTHWESTERLY CORNER OF SAIO CORNER CUTBACK. SAIO 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 RADIUS OF 11936.56 FEET, TO ffiICH 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
rHE TRUE POINT OF BEGINNING;
CONTAINS 17.51 ACRES. MORE OR LESS
AS SHOWN ON EXHIBIT 'B', ATTACHED HERETO AND MADE A PART THEREOF
?-o 7,O 70
R T IPIOBLUME
P.L.S. NO. 9154
REG EXP.03/31/21
No. 9154
Exp.3/r1/21
o.SC
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PRERARED BY (&A ENGINEERING
357 N. SHERIDAN ST.
coRoNA, cA 92880 40F4
DATE EXHIBIT PREPARED: APRIL 3, 2020
EXHIBIT "A"
LEGAL DESCRIPTION
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DATE EXHlEtT PREPARED: ApRtL 3, 2020
Erp. 3/31/21
SC
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FOR}I OF CERTIFICATE OF ASSIGNMENT AND
TRANSFER OF FEtr CREDITS
The undersigned Master Developer, as the holder of certain DIF circulation facility fee credrts
("Fee Credits") under the lMasrer or Name of Sub-Agreementl Legado DIF Reimbursement
Agreenrent for Circulation Facilities between Master Developer lor Ma.tter Developcr's
prcdecessor in interesl) and the City of Menifee, dated (the "Agreement"), hereby
assigns, l.ransfers and conveys to the undersigned Assignee the amount of Fee Credits as indicated
below:
Master Developer Name
Assignee's Name:
Lots Owned by Assignee:
Anrount ofAssigned Fee Credits:
Fee Credit Balance Held by Master Developer
under Agreement Before Assignment:
Fee Credit Balance Held by Master Developer
under Agreement After Assignrnent:
}I"\STER DEVELOPER:
Tract Lols
$
s
s
ASSIGNEf,:
By
Name
Title
Date
Master Developer Contact:
Name
A ddress
Assignee Contact:
Name
By
Name
Tirle
Date
Address
TelephoneTelephone:
ll
EXHIBIT f]
Acknowledeed Bv:
CITY OF MENIFEE
By
Name:
076916'13725:50v5
t2
E-Mail:- E-Mail:-
Exhibit D-1
LEGADO - VTrM 37408 &37409
Circulation Facilities - Fee Credit Schedule
Phase Bonds Posted for
Segment/lntersection From : To Associated
Planning Areas
Dwelling Units Eligible
for Circulation DIF
Credit
Total Circulation
DIF Credit
Allocated
1
Rouse Road Encanto Dr. to Myles Ct PA1 73
491
Rouse Road Myles Ct. to Dawson Rd.PA2 49
Rouse Road Dawson Rd. to Antelope Rd.PA3 115
Sherman Road PA4 42
Encanto Dr./Rouse Rd.N/A PA8 86
PA9 67
PAlO 59
2
Antelope Road Chambers Ave. to Rouse Rd.PA5 17
201
Encanto Dr. to School PA11 84
School to sherman Rd.PA12 49
PA14 51
Encanto Dr-/Chambers Ave.N/A
Sherman Rd./Rouse Rd.N/A
Sherman Rd.,/Chambers Ave.N/A
3
Encanto Drive PA6 99
330Chatham Ln. to Antelope Rd PA7
P 472 81
PA15 70
Totals 7022 1022
lChambers Ave. to Rouse Rd.
lChambers Avenue
Chambers Avenue
Chambers Avenue lSherman Rd. to Chatham Ln.
lHotelto Rouse Rd.
Chambers Avenue 80
EGADO
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I A U]^{IS
SUB AGREEMEh-T FOR DIF REIMBURSEMENT
OF CIRCULATION FACILITIES
This Sub Agreement for DIF Reimbursemenl of Circulation Facilities (hereinafter
"Agreement") is entered into on _, 2022 (lhe "Effective Dale"),by and between the CITY
OF MENIFEE (hereinafter "Ci1,"), a nrunicipal corporation of the State of Califomia, and BLC
FLEMINC LLC, a Delaware limited liability company (hereinafter "/)creloper").
RECIT,\LS
A. Developer owns all ol the real property described on Exhibit A and depicted
on @![i!p to the Master Agreement for DIF Reimbursement, consisting of approxirnately 33 I
acres of land located in the City of Menifee, County of Riverside, State of Califomia, more
particularly described in the legal description attached hereto as W!!-4 to the Master
Agreement lor DIF Reimburs ement (" P ro p e r I y" ).
B. On or about lune 4, 2020, the City and Developer entered into that certain
Development Agreement (lhe "Development Agreenenl") pertaining to the Property, which
described in further detail in the various Planning and Zoning Approvals for the Project on the
Property, including the Legado Specific Plan, Change ofZone, and multiple Tentative Tract Maps
(collectively, the "Development Approtals" ot the "Project").
C. As part of processing the Project, Developer has been conditioned [o construct
certain Circulation Facilities, as more specifically described in the Development Approvals and
Exhibit F olthe Development Agreement;
D. Because the projected cost ofthe Circulation Facilities was expected to exceed the
Developer's fair share of Developrnent lmpact Fees ("DlF"), as described in Section 5.2 of the
Development Agreement, the Developer and the City were to enter into a reimbursement
agreement lor the purpose olproviding for reimbursements to the Developer out of DIF;
E. On or about Febmary *,2022, the City and Developer entered into that certaln
Master Legado DIF Reimbursement for Circulation Facilities ("Master Reimbursement
Agreement") to create a structured process for obtaining reimbursements and credits lrom the City
for these faciltres, which includes the execution ofa Sub Agreement for each facility within thirty
(30) days alter the City accepts a given Circulatior, Facility, as identified in Exhibit F to the
Development Agreement;
F. On or aboul _, the City processed a Notice of Completion for the
and the parties now intend to enter into a Sub Agreement for said laciliLy(ies)
EXHIBIT E
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 sufficiency of
which is hereby acknowledged, the Parties agree as follows:
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.
I .l Exhibits. The following documents are attached hereto, and by this reference made
a part of, this Agreement:
f,xhibit I Notice(s) ol Cornpletion
2. TERM
2.1 The term of this Agreement ("Term") shall commence on the Effective Date and
conlinue thereafter for a period of ten ( l0) years.
3. REIMBURSEMENT
3.1 Pursuant to Section 5.2.2 ofthe Development Agreement, Developer is eligible for
reimbursements of DIF circulation lacility impact fees from the City based on DIF circulation
facility impact fees with such reirnbursemenls coming solely from the Development Fees collected
by the City and otherwise eligible for expenditnre on the subiect Circulation Facility. Based on
the Development Agreernent Exhibit F-l and Footnote 7 of that exhibit, the maxinrum total DIF
circulation facility lee reimbursement shall be $780, 157.00.
3.1.1 Developer shalt apply to the City by January 3l ol each year ol the
Reimbursable Amounl requested for the Circulation Facility that was not requested in a
prior calendar year, such Reimbursable Amount being the total Actual Costs of
Construction for a Circulation Facility, minus any reimbursements that were previously
provided by the City. Failure of Developer to provide the annual appltcation shall not
resuh in any waiver of Developer's right to reirnbursement under the Development
Agreement and this Agreement. Any otherwise qualifying Reimbursable Amount not
requested in any calendar year may be requested in any subsequent calendar year elected
by Developer. In addilion, Developer shall not be eligible for reimbursement of any
amounts to the extent that they otherwise are subject to reimbursement from bond proceeds
of a Community Facilities District(s) established to fund the Circulation Facilities pursuant
to Section 3.2.5 of the Master Reimbursement Agreement:
(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 extent applicable, payment of prevailing wages and other
documentation required lor construction of improvements.
2
3.1.2 Within forty-five (45) calendar days of receipt of the Developer's notice,
the City will calculate any DIF circulation facility irnpact fees available for reimbursement
to Developer for reimbursements requested Ihal calendar year and all prior calendar years.
Such calculation shall include a minimum of five percenl (5%) and up to 25o/o of the DIF
circulation facility impact fees collected city-wide and otherwise eligible for that
circulation facility for years l-9 and a minimum offive percent (5%) up to 100% ofthe
DIF circulation facility impacts for year 10.
3.1.3 Within forty-five (45) calendar days of receipt and after calculating the
amount of DIF circulation facility impact fees available, the City will pay Developer a
minirnum of five percent (5%) and up 10 twenty-five percent (25%) of the amount of DIF
circulation facility impact fees collected city-wide and otherwise eligible for the
Circulation Facilities subject to reimbursement. The amount to be reimbursed will be
determined by the City based on the following non-exhaustive list of factors: funds
available in the DIF Circulation accounts, the status and need for other circulation lacilities
identified in the City's Capital hnprovemenl Plan (CIP), the need for priority projects to
address safety issues and whelher the lacilities submitted for reimbursement are eligible
facilities. The City may exclude any allowable administrative costs due for management
ofthe fund at issue. Ifnecessary, in the tenth year o[a reimbursement 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 circulation facility. Notwithstanding anything
to the contrary in this Agreement, in no event shall the amount reimbursed to Developer
lor a given year exceed the amount requested and determined eligible for reimbursement
by the City.
3.1.5 The rights to reimbursement under this Agreement are personal to
Developer. If 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 ol the
Property as the successor Master Developer by providing City writlen notice of such
designation.
3.2 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 of reconcrling the amounl of reimbursement
paid by the City for the Circulation Facilities, the amounts assigned to any Community Facilities
District(s), the amount ofany credit used by Developer, and the maximum amount ofcredit still
available to be clairned by Developer. City and Developer shall jointly prepare a document
describing the reconciliation amounts which wilI be used to guide future requests lor
reimbursement.
3
3.1.4 For each of the facilities listed in the Exhibit F of the Development
Agreement, the total credits and reimbursements shall not exceed the dollar amount of the
Actual Cost of Construction of such improvemenl ln addition, Developer shall not be
eligble lor reimbursement ofany amounts that otherwise are subject to reimbursement lrom
bond proceeds of a Community Facilities District(s) established to fund the Circulation
Facilities as described in Section 3.2.5 of the Master Reimbursement Agreement.
4. ASSUMPTION OF RISK
4.1 Developer agrees to assume the risk that the Actual Costs ofConstruction incurred
in connection with the construction, installation and/or dedication of each of the improvements
will exceed the identilred "Project Cost" lor each such improvement.
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.
6, DEFAULT AND REMEDIES
6.1 Specific Performance Available. The Parties acknowledge that money damages
and remedies at law generally are inadequate and specrfic performance is a particularly appropriate
remedy lor the enforcement of this Agreenrent and should be available to Developer and the City
because the size, nature and scope of the Project, make it impractical or impossible to restore the
Property to its natural conditron once implementation of this Agreement has begun. After such
implernentalion, 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 lor the
Project and in negotiating and agreeing to the terms of this Agreement and will be investing even
more significant time and resources in implementing the Pro.ject in reliance upon the terms of thts
Agreement, such that it would be extremely dilficult to determine the sum of rroney whiclr would
adequately compensate Developer and/or CITY lor such efforts. The Parties therelbre agree that
specific performance shall be the sole remedy available for a breach of this Agreenrent except as
perrnitted by Section 6.2 below.
(t.2 Money Damages Unavailable. Developer and City shall not be entitled to any
monetary compensation, whether characterized as nroney 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, enforcenrenl, performance, or breach
ofany provision ofthis Agreement, or (b) the respective rights or duties ofany ofthe Parties under
the Development Approvals, rhe Subsequent Development Approvals, any Development
Requiremen!, 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 amount of any
reinrbursements due under or pursuant to this Agreement and the right to exercise any credits due
under or pursuant to this Agreement.
7, MISCELLANEOUS PROVISIONS
'7.1 Entire Agreement. This Agreement sets lorth and contains the entire
understanding and agreement of the Parties, and there are no oral or written representations,
4
5. RELATIONSHIP OF PARTIES
understandings or ancillary covenants, undertakings or agreements which are not contained or
expressly referred to herein. No teslimony or evidence ofany such representations, understandings
or covenants shall be adrnissible in any proceeding of any kind or nature to interpret or delermine
the terms or conditions of this Agreement.
7.2 Severability. If any term, provision, covenant, or condition of this Agreement ts
held by a court of competenl 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.
1.3 lnterpretation and Governing Law. This Agreement and any drspute 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 Agreemenl shall be construed as a whole
according to its lair language and common meaning to achieve the ob.jectives and purposes of the
Pa(ies hereto, and the rule of construclion 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 Ageement, 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 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 performance of the provisions oI
this Agreement as to which time is an element.
7.7 Waiver. Failure ol a Party to insist upon the strict performance of any of the
provisions of this Agreerrent by the other Party, or the failure by a Pany to exercise its rights upon
the 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 Ierms of this Agreement thereafler.
7.8 No Third Party Beneliciaries. This Agreement is nrade and entered into lor the
sole proteclion 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 forth in this Agreement may be
extended by mutual consent in writing of the Parties without amendment to this Agreement.
Except as olherrvise specified in this Agreement, each Party may agree or refuse to agree to any
extension of time in its sole and absolute discretion.
7.10 Mutual Covenants. The covenants contained herein are mutual covenants and also
corlstitute conditions to the concurrent or subsequent perfonnance by the Party benefited thereby
olthe covenants to be performed hereunder by such benefiled Party.
7.1l,, Counterparts. This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed togetlier and have the same effect as if each of the Parties
had executed the san'le instrument.
5
7.12 Jurisdiction and Venue. Any action at law or in equity arising under this
Agreement or brought by any Pany hereto lor the purpose ofenforcing, construing or determining
the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the
County of Riverside, State of California, and the Parties hereto waive all provisions of law
providing lor the filing, removal or change ofvenue to any other coun.
7 .13 Further Actions and lnstruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the performance
of all obligations under lhis Agreement and the satisfaction of the conditions of this Agreement.
Upon the request of either Party at any time, the other Party shall promplly execute, with
acknowledgment or aftidavit if reasonably required, and file or record such required insmtments
and writings and take any actions as may be reasonably necessary under the terms of this
Agreement to carry out the intent and to fulfill the provisions o[this Agreement or to evidence or
consummate the transactions contemplated by this Agreement.
7 .11 Amendments in Writing/Cooperation. This Agreentent may be amended only
by written consent of both Parties specifically approving the amendment 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 clarii/ the intent
and application ol this Agreement, and shall lreat 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 ls
terminated, then the obligations under this Agreement shall terminate as well. For avoidance of
doubt, such tennination shall not impact Developer's rights to reinrbursements lhat are available
under the City's Municipal Code for the Circulation Facrlities without consideration of the
Development Agreement. Nor shall such termination impact Developer's right to credits in
accordance with Section 5.2.1 ofthe Development Agreement.
7.16 Authority to Execute. The Person or Persons executing this Agreernent on behalf
oIDeveloper warranls and represents that he/they have the authority to execute this Agreement on
behall of his/their corporation, partnership or business entity and wanants and represents that
he/they has/have the authority to bind Developer to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day
and year first set forth above.
CITY: CITY OF MENIFEE
By
City Manager
ATTEST
6
By
City Clerk
APPROVED AS TO FORM
By
City Attorney
(SEAL)
DEVELOPER: BLC FLEMING LLC,
Delaware lintited liabilitY
company.
By
Title
By
Title
[ALL SIGNATURES SHALL BE NOTARIZED. EXECUTION ON BEHALF OF ANY
CORPORATION SHALL BE BY TWO CORPORATE OFFICERS.]
il
7