Agenda packet, first session — Menifee City Council, April 19, 2023 (part 2 of 3)

1 4
9 4
Leighton Consulting, Inc. $29,598.50
Ninyo & Moore $47,322.00
Staff has determined that the fee proposed by Leighton Consulting, Inc. is reasonable for the scope of work to be performed and satisfies the deliverables outlined within the RFQ.

City Council action is required for approval of the proposed professional services agreement (PSA) for the design services with Leighton Consulting, Inc. as the total amount of the agreement exceeds the City Manager’s signing authority.

STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility.

FISCAL IMPACT
The total anticipated cost for the Project’s materials testing services is $29,598.50. Funding to support the proposed professional services agreement is available through established Project budgets in fiscal year 2022/23, as summarized in Table 2 below.

Table 2- Existing Project Funding
Fund Project Account
Number
Available
Balance
Cost of
Services
Measure A Murrieta Rd
Improvements 220-4555-58154 $247,025 $29,598.50

ATTACHMENTS

1. PSA – CIP 23-07

2. Project Location Map
Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 2
Menifee Mayor and City Council
April 19, 2023
Page
129 of 538

2671/031858-0001
7630376.2 a01/11/23

CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CIP 23-07 MURRIETA ROAD RESURFACING & IMPROVEMENTS PROJECT

MATERIALS TESTING & GEOTECHNICAL SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this _______ day of ______, 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and LEIGHTON CONSULTING, INC, a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the “Services”). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on April 19, 2023 and shall end on December 31, 2023 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 3
Menifee Mayor and City Council
April 19, 2023
Page
130 of 538

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1.6 Covid-19 Safety. If Consultant enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all State, County, and local emergency orders, directives, protocols, and best practices related to the COVID-19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed TWENTY NINE THOUSAND FIVE HUNDRED NINETY EIGHT DOLLARS AND FIFTY CENTS ($29,598.50) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement.

Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 4
Menifee Mayor and City Council
April 19, 2023
Page
131 of 538

2671/031858-0001
7630376.2 a01/11/23 -3-
City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Final Payment. City shall pay the last ten percent (10%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.

2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.

2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 5
Menifee Mayor and City Council
April 19, 2023
Page
132 of 538

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limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement.

The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.

Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 6
Menifee Mayor and City Council
April 19, 2023
Page
133 of 538

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b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.

Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.

Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City.
b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage.

Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 7
Menifee Mayor and City Council
April 19, 2023
Page
134 of 538

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d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: CIP 23-07 MURRIETA ROAD RESURFACING & IMPROVEMENTS PROJECT
MATERIALS TESTING & GEOTECHNICAL SERVICES. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased.
d. Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 8
Menifee Mayor and City Council
April 19, 2023
Page
135 of 538

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insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.

Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 9
Menifee Mayor and City Council
April 19, 2023
Page
136 of 538

2671/031858-0001
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5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.

5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 10
Menifee Mayor and City Council
April 19, 2023
Page
137 of 538

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SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant’s employee and subcontractors. It is understood that it is the responsibility of Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations (“DIR”) pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City’s request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions.

Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

Item Title: 10.10
Agreement

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 11
Menifee Mayor and City Council
April 19, 2023
Page
138 of 538

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SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.

8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.

8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement.

with

Leighton

Consulting,

Inc.

for

Materials

Testing

Services

for

Murrieta

Road

Resurfacing

and

Improvements
Project
Item Page Number: 12
Menifee Mayor and City Council
April 19, 2023
Page
139 of 538

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c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.

9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

9.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

Item Title: 10.10
Agreement

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Inc.

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Road

Resurfacing

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Project
Item Page Number: 13
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April 19, 2023
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9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.

Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County.

10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Simon I. Saiid, Principal Engineer (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

Item Title: 10.10
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Item Page Number: 14
Menifee Mayor and City Council
April 19, 2023
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10.8 City Contract Administration. This Agreement shall be administered by a City employee, Jenny McConville, Management Analyst (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 Notices. Any written notice to Consultant shall be sent to:

LEIGHTON CONSULTING, INC
Attn: Simon I. Saiid, Principal Engineer
17781 Cowan, Suite 200
Irvine, CA 92614
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Jenny McConville, Management Analyst
with a copy to:

City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586

10.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example.
__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

with

Leighton

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Road

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Item Page Number: 15
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April 19, 2023
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Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound.

10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.16 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page]
Item Title: 10.10
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Item Page Number: 16
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April 19, 2023
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:

Kay Vinson, Acting City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT
Thomas C. Benson Jr., President/CEO
Terrance M. Brennan, Chairman of the Board
[Corporation must have two signatures]
Item Title: 10.10
Agreement

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Item Page Number: 17
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April 19, 2023
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2671/031858-0001
7630376.2 a01/11/23 EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include Geotechnical and Material Testing Services for CIP 23-07 Murrieta Road Resurfacing & Improvements Project in the amount not to exceed TWENTY NINE THOUSAND FIVE HUNDRED NINETY EIGHT DOLLARS AND FIFTY CENTS ($29,598.50) as further detailed in the following page(s).

Item Title: 10.10
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Item Page Number: 18
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April 19, 2023
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2671/031858-0001
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Item Title: 10.10
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Menifee Mayor and City Council
April 19, 2023
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Item Title: 10.10
Agreement

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Item Page Number: 20
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April 19, 2023
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Item Title: 10.10
Agreement

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Item Page Number: 21
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April 19, 2023
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Item Title: 10.10
Agreement

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Item Page Number: 22
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Item Title: 10.10
Agreement

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Item Page Number: 23
Menifee Mayor and City Council
April 19, 2023
Page
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Project Location Map
Item Title: 10.10
Agreement

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Murrieta

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Project
Item Page Number: 24
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April 19, 2023
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CITY OF MENIFEE
SUBJECT: Agreement with NV5, Inc. for Design Services for the Menifee Road/Fire Station No. 76 Traffic Signal Project
MEETING DATE: April 19, 2023
TO: Mayor and City Council
PREPARED BY: Luke Qu, Associate Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Professional Services Agreement with NV5, Inc. for Civil Design Services in an amount not-to-exceed $41,470 for the Menifee Road/Fire Station No. 76 Traffic Signal Project, Capital Improvement Project (CIP) No. 23-09.

DISCUSSION
The Menifee Road/Fire Station No. 76 Traffic Signal project, CIP No. 23-09 (Project) is located at the intersection of Menifee Road and the entrance to Fire Station No. 76. Fire personnel are currently experiencing difficulty merging when exiting Fire Station No. 76 to respond to emergencies. This is due to poor visibility of oncoming traffic. The Project proposes to install a three-way traffic signal to enhance safety for fire personnel as they exit and enter Fire Station No.

76. On March 3, 2023, staff solicited quotes for design services from the City’s approved list of prequalified firms through a Request for Quotes (RFQ). The requested design services included:
•Preparation of Plans, Specifications and Estimates
•Utility Coordination
•Engineering, Bidding and Construction Support
The City received responses from three firms by the submittal deadline, as summarized in Table 1 below.

Table 1- RFQ Response Summary
Firm Name Fee Proposal
NV5, Inc. $41,470.00
CivilPros $73,506.60
K&A $75,180.00
Item Title: 10.11
Agreement with NV5, Inc. for Design Services for the Menifee Road/Fire Station No. 76 Traffic Signal Project Item Page Number: 1
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April 19, 2023
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City of Menifee Staff Report
CIP 23-09 NV5 Design Agreement
April 19, 2023

Page 2 of 2 ends

1 4
9 5
The fee proposed by NV5, Inc. is less than the City’s independent cost estimate of $48,170 and is reasonable for the scope of work proposed. NV5’s proposal for design services satisfies the deliverables outlined within the RFQ.

City Council action is required for approval of the proposed Professional Services Agreement (PSA) for the design services with NV5, Inc. as the total amount of the agreement exceeds the City Manager’s signing authority.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The total anticipated cost for the PSA is $41,470. The proposed PSA is budgeted in fiscal year 2022/2023, as summarized in Table 2 below.

Table 2- Existing Project Funding
Fund Project Account
Number
Available
Balance
Cost of
Services
DIF – Fire
Facilities
Menifee Rd./Fire
Station no.76 Traffic
Signal
521-4555-58156 $177,600 $41,470

ATTACHMENTS

1. PSA - CIP 23-09

2. Project Location Map
Item Title: 10.11
Agreement with NV5, Inc. for Design Services for the Menifee Road/Fire Station No. 76 Traffic Signal Project Item Page Number: 2
Menifee Mayor and City Council
April 19, 2023
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2671/031858-0001
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CITY OF MENIFEE

PROFESSIONAL SERVICES AGREEMENT
CIP 23-09 MENIFEE ROAD/FIRE STATION NO. 76 ENTRANCE TRAFFIC SIGNAL

PROJECT FOR DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this _______ day of ______, 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and NV5, INC, a California C-Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

1.1 Term of Services. The term of this Agreement shall begin on April 19, 2023 and shall end on June 30, 2024 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

Item Title: 10.11
Agreement with NV5, Inc. for Design Services for the Menifee Road/Fire Station No. 76 Traffic Signal Project Item Page Number: 3
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SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed FORTY ONE THOUSAND FOUR HUNDRED SEVENTY DOLLARS AND ZERO CENTS ($41,470.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement.

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g. The Consultant Representative’s signature.

Invoices shall be submitted to:

City of Menifee
Attn: Accounts Payable
29844 Haun Road
Menifee, CA 92586

2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.

2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees Item Title: 10.11
Agreement with NV5, Inc. for Design Services for the Menifee Road/Fire Station No. 76 Traffic Signal Project Item Page Number: 5
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April 19, 2023
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and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection Item Title: 10.11
Agreement with NV5, Inc. for Design Services for the Menifee Road/Fire Station No. 76 Traffic Signal Project Item Page Number: 6
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against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.

Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City.
b. Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the Item Title: 10.11
Agreement with NV5, Inc. for Design Services for the Menifee Road/Fire Station No. 76 Traffic Signal Project Item Page Number: 7
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right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: CIP 23-09 MENIFEE ROAD/FIRE STATION NO. 76 ENTRANCE TRAFFIC SIGNAL PROJECT FOR DESIGN PLANS, SPECIFICATIONS, AND ESTIMATE SERVICES. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29844 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant.
c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased.
d. Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

Item Title: 10.11
Agreement with NV5, Inc. for Design Services for the Menifee Road/Fire Station No. 76 Traffic Signal Project Item Page Number: 8
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April 19, 2023
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e. Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, Item Title: 10.11
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“Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.

SECTION 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Item Title: 10.11
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Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

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SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; Item Title: 10.11
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SECTION 9. KEEPING AND STATUS OF RECORDS.

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SECTION 10. MISCELLANEOUS PROVISIONS.

10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Carmen Kasner, Senior Vice President (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

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10.8 City Contract Administration. This Agreement shall be administered by a City employee, Jenny McConville, Management Analyst I (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 Notices. Any written notice to Consultant shall be sent to:

NV5, INC
Attn: Carmen Kasner, Senior Vice President
15092 Avenue of Science, Suite 200
San Diego, CA 92128
Any written notice to City shall be sent to the Contract Administrator at:

City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Jenny McConville, Management Analyst I
with a copy to:

City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586

10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Item Title: 10.11
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10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF MENIFEE
Armando G. Villa, City Manager
Attest:

Kay Vinson, Acting City Clerk
Approved as to Form:

Jeffrey T. Melching, City Attorney

CONSULTANT
Carmen Kasner, Senior Vice President
MaryJo O'Brien, Board Secretary
[Corporation must have two signatures]
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EXHIBIT A

SCOPE OF SERVICES
Services shall include Civil Design Plans, Specifications, and Estimate (“PS&E”) for CIP 23-09 Menifee Road/Fire Station No.76 Entrance Traffic Signal Project in the amount not to exceed

FORTY ONE THOUSAND FOUR HUNDRED SEVENTY DOLLARS AND ZERO CENTS ($41,470.00) as further detailed in the following page(s).

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Traffic Signal (CIP 23-09)
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project
MEETING DATE: April 19, 2023
TO: Mayor and City Council
PREPARED BY: Carlos Geronimo, Principal Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 5 to the Professional Services Agreement with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project, Capital Improvement Project No. 20-01, in an amount not-to-exceed $103,595, and extending the terms through December 31, 2026, for a total amount not-to-exceed $3,100,354; and

2. Adopt a Budget Amendment Resolution (BAR) appropriating $103,595 from the Scott Road Road & Bridge Benefit District (RBBD), Fund 410.

DISCUSSION
In July of 2019, the City of Menifee contracted with CivilPros, Inc. to provide environmental, design, and right-of-way services for the widening of Scott Road / Bundy Canyon Road from Haun Road to Sunset Boulevard. Although the City makes every effort to carefully study and anticipate the level of work that is needed to achieve the project goals, a large project such as this is subject to unanticipated impacts and mitigation requirements that are unknown at the time of the proposal and are only discovered as the design progresses. In addition, other requirements that are imposed on the project by outside agencies and funding can have other consequences that can affect and add to the project scope and the duration of any or all phases of the Project.

The original proposal and scope of work for this project contemplated updates to the technical studies that were originally prepared in the approved 2014 Environmental Impact Report. The level of California Environmental Quality Act (CEQA) efforts corresponded to a best-case scenario based on the understanding of the Project needs and a conceptual roadway improvement exhibit. The original design and environmental efforts were to be completed in a Item Title: 10.12
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City of Menifee Staff Report
CIP 20-01 CivilPros Fifth Amendment
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period of two years.

In November of 2020, the City Council approved Amendment No.1 with CivilPros, Inc., after the 30% design of the Project resulted in the finding that additional work was necessary to meet the Project’s environmental and design requirements. On July 7, 2021, the City Council approved Amendment No. 2 for the preparation of additional CEQA environmental documents and studies requested by the jurisdictional approving environmental agencies (CA Fish and Wildlife, Western Riverside County Regional Conservation Authority (RCA)). On January 19, 2022, the City Council approved Amendment No. 3 for the preparation of National Environmental Policy Act (NEPA) environmental documents in anticipation that the Project would receive federal funds to help offset the funding gap. On October 19, 2022, the City Council approved Amendment No. 4, extending the agreement terms through December 31, 2024, to provide CivilPros additional time to complete NEPA environmental clearance.

Caltrans has reviewed the Preliminary Environmental Study (PES) and requested additional studies for the NEPA environmental document. These studies include a Visual Impact Assessment (VIA) Memo and Historical Resources Evaluation Report. Additional studies are also needed, one for NEPA and one for CEQA, to close out additional requests from RCA and Riverside County Transportation Commission (RCTC). The cost for the additional studies would be $81,843.

Additional project management and engineering support services are also needed to cover the extended term length as a result of the additional studies. The cost for additional project management and engineering support would be $21,752. Additional work required for NEPA compliance is identified below:

1.Additional environmental efforts to prepare NEPA Environmental Document:
a. Services to complete the NEPA Environmental Assessment (EA) phase. b. Preparation of reports and technical studies:
•Initial Site Assessment
•Historical Resources Evaluation Report (HRER)
•VIA Memo
•Additional Studies

1. Revalidation

2. RCA/RCTC Additional Support
The total fee associated with this task is $81,843.

2.Additional Project Management and Engineering to support NEPA phase:
a. Perform general project coordination and administration and check-in with environmental lead and coordinate support disciplines.
b. Additional monthly meetings
b. Prepare additional exhibits to support NEPA.
c. Perform research on construction activities to support NEPA document.

The total fee associated with this task is $21,752.

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The total cost for the additional services included in Amendment No. 5 would be $103,595.

Funding for Amendment No. 5 has been identified in the Scott Road RBBD fund (Fund 410).

The Amendment would revise the total not-to-exceed contract value for Civil Pros to $3,100,354. This amount represents the original agreement, prior amendments, and this proposed amendment. To satisfy the request from Caltrans for additional studies for the NEPA environmental document, the Amendment would extend the current agreement with CivilPros through December 31, 2026.

Pursuant to Menifee Municipal Code §3.12.090, any change orders in the amount greater than 10% of the contract amount or that exceeds $25,000 in value, and any time extension of a performance deadline that exceeds 60-days, shall be approved by the City Council. A summary of the agreement amendments is provided in Table 1 below:

Table 1: Agreement Amendment Summary
Amend No. Date Approved Services Amount
1 Nov 4, 2020 Additional services to meet environmental and design requirements $81,980
2 Jul 7, 2021
Additional environmental studies and
documents required by jurisdictional approving
environmental agencies
$52,919
3 Jan 19, 2022 NEPA Study $520,900
4 Oct 19, 2022 Term Extension Only $0
5 Pending Additional environmental effort to prepare
NEPA document $103,595

STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility.

FISCAL IMPACT
The total fiscal impact for Amendment No. 5 would be $103,595. Available funding for Amendment No. 5 has been identified in Scott Road RBBD Fund balance, as summarized in Table 2 below:

Table 2: Identified Project Funding
Account NumberFund
From To
Available
Budget
Amount
Requested
Scott Rd RBBD Fund Balance 410-4555-58083 $779,345 $103,595 Total $779,345 $103,595
A corresponding BAR is included as part of the recommended actions of this Staff Report, appropriating $103,595 from Fund balance with the Scott Road RBBD (Fund 410) fund to cover associated expenses with the Project.

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ATTACHMENTS

1. Original Agreement

2. Amendment No. 1

3. Amendment No. 2

4. Amendment No. 3

5. Amendment No. 4

6. Proposed Amendment No. 5

7. BAR – Fund 410

8. Project Location Map
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AMENDMENT NO. 1 TO

AGREEMENT BETWEEN CIVILPROS
AND THE CITY OF MENIFEE FOR CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD

WIDENING PROJECT PROFESSIONAL ENGINEERING SERVICES

This is Amendment No. 1 to that certain AGREEMENT for Professional Services Agreement (“Agreement”) made on September 18, 2019 by and between the City of Menifee (“City”) and CIVILPROS (“Consultant”) for CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD WIDENING PROJECT PROFESSIONAL ENGIN EERING SERVICES which Amendment is made and entered into on ______________, 2020 to increase the scope of work and compensation amount as indicated below:

1. Section 2, “Compensation” is amended to read as follows, increasing the contract amount by: $81,980.00 (EIGHTY ONE THOUSAND NINE HUNDRED EIGHTY DOLLARS AND

ZERO CENTS)

Section 2. City hereby agrees to pay Consultant a sum not to exceed $2,422,940.00 (TWO MILLION FOUR HUNDRED TWENTY TWO THOUSAND NINE HUNDRED FORTY DOLLARS AND ZERO CENTS ) notwithstanding any contrary indications that may be contained in Consultant's proposal, for se rvices to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A , regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement.

Section 3. Exhibit A, Scope of Services is supplemented to include Amendment No. 1 Scope of Work Additional Work, which supplement is attached as Exhibit A hereto. “Amendment No. 1 Scope of Work Additional Work (Amendment No. 1)” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement.

2. All other terms and conditions of the Agreement remain in full force and effect.

DocuSign Envelope ID: 2048145E-A32C-4931-8A34-C0F2D39CFB55 DocuSign Envelope ID: 72449812-FD1F-456E-9467-C4669A3E8E8B November 4
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 46
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Professional Services Amendment No. 1 with CIVILPROS

CITY OF MENIFEE CIVILPROS

_______________________________ _______________________________ Armando G. Villa, City Manager Robert Morin, Assistant Vice President

Attest: ________________________________
Douglas Sawyer, Vice President

_______________________________
Sarah A. Manwaring, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 2048145E-A32C-4931-8A34-C0F2D39CFB55 DocuSign Envelope ID: 72449812-FD1F-456E-9467-C4669A3E8E8B Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 47
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Professional Services Amendment No. 1 with CIVILPROS
Amendment No. 1 – Exhibit A: Scope of Work Additional Work

(See following pages for additional detail)

DocuSign Envelope ID: 2048145E-A32C-4931-8A34-C0F2D39CFB55 DocuSign Envelope ID: 72449812-FD1F-456E-9467-C4669A3E8E8B Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 48
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Professional Services Amendment No. 1 with CIVILPROS

DocuSign Envelope ID: 2048145E-A32C-4931-8A34-C0F2D39CFB55 DocuSign Envelope ID: 72449812-FD1F-456E-9467-C4669A3E8E8B Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 49
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Professional Services Amendment No. 1 with CIVILPROS

DocuSign Envelope ID: 2048145E-A32C-4931-8A34-C0F2D39CFB55 DocuSign Envelope ID: 72449812-FD1F-456E-9467-C4669A3E8E8B Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 50
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373 AMENDMENT NO. 2 TO

AGREEMENT BETWEEN CIVILPROS
AND THE CITY OF MENIFEE FOR CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD

WIDENING PROJECT PROFESSIONAL ENGINEERING SERVICES
This is Amendment No. 2 to that certain AGREEMENT for Professional Services Agreement (“Agreement”) made on September 18, 2019 between the City of Menifee (“City”) and CIVILPROS (“Consultant”) for CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD WIDENING PROJECT PROFESSIONAL ENGINEERING SERVICES which Amendment No. 2 is made and entered into on
___
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2021 to extend the term of the services, increase the scope of work and compensation amount as indicated below:

1. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the September 18, 2019 and shall end on June 30, 2022 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.

2. Section 1.6, “Covid-19 Safety” is included to read as follows:

3. Section 2, “Compensation” is amended to increase the maximum compensation by $52,919.00 (FIFTY TWO THOUSAND NINE HUNDRED NINETEEN DOLLARS AND ZERO CENTS), and is amended to read as follows:

Section 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed $2,475,859.00 (TWO MILLION

FOUR HUNDRED SEVENTY FIVE THOUSAND EIGHT HUNDRED FIFTY NINE DOLLARS AND ZERO CENTS) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

Item Title: 10.12
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373

4. Section 3. Exhibit A, Scope of Services is supplemented to include Amendment No. 2 Scope of Work Additional Work, which supplement is attached as Exhibit A hereto. “Amendment No. 2 Scope of Work Additional Work (Amendment No. 2)” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement.

5. All other terms and conditions of the Agreement remain in full force and effect.

Professional Services Amendment No. 2 with CIVILPROS
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 52
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April 19, 2023
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373

CITY OF MENIFEE CIVILPROS
____________________
rm o . Villa, City Manager Basem Muallem, PE, IE Area Manager Attest: ____
Douglas Sawyer, Vice President
___________
Clerk
Approved as to Form:
_
Professional Services Amendment No. 2 with CIVILPROS
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 53
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April 19, 2023
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373 Amendment No. 2 – Exhibit A: Scope of Work Additional Work Professional Services Amendment No. 2 with CIVILPROS
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 54
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April 19, 2023
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373 Professional Services Amendment No. 2 with CIVILPROS
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 55
Menifee Mayor and City Council
April 19, 2023
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373 Professional Services Amendment No. 2 with CIVILPROS
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 56
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April 19, 2023
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 57
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373 Professional Services Amendment No. 2 with CIVILPROS
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 58
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April 19, 2023
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373 Professional Services Amendment No. 2 with CIVILPROS
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 59
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April 19, 2023
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DocuSign Envelope ID: 5CE72330-D9D6-4F36-93EE-89923D8FA373 Professional Services Amendment No. 2 with CIVILPROS
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 60
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Item Title: 10.12
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AMENDMENT NO. 3 TO

AGREEMENT BETWEEN CIVILPROS
AND THE CITY OF MENIFEE FOR CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD

WIDENING PROJECT PROFESSIONAL ENGINEERING SERVICES

This is Amendment No. 3 to that certain AGREEMENT for Professional Services Agreement (“Agreement”) made on September 18, 2019 between the City of Menifee (“City”) and CIVILPROS (“Consultant”) for CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD WIDENING PROJECT PROFESSIONAL ENGINEERING SERVICES which Amendment No. 3 is made and entered into on ______________, 2022 to increase the scope of work and compensation amount as indicated below:

1. Section 2, “Compensation” is amended to increase the maximum compensation by $520,900.00 (FIVE HUN DRED TWENTY THOUSAND NINE HUNDRED DOLLARS AND ZERO CENTS), and is amended to read as follows:

Section 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed $2,996,759.00 (TWO MILLION

NINE HUNDRED NINETY SIX THOUSAND SEVEN HUNDRED FIFTY NINE DOLLARS AND ZERO CENTS) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

2. Section 3. Exhibit A, Scope of Services is supplemented to include Amendment No. 3 Scope of Work Additional Work , which supplement is attached as Exhibit A hereto. “Amendment No. 3 Scope of Work Ad ditional Work (Amendment No. 3)” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement.

3. All other terms and conditions of the Agreement remain in full force and effect.

DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 January 19
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 62
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Professional Services Amendment No. 3 with CIVILPROS

CITY OF MENIFEE CIVILPROS

_______________________________ _______________________________ Armando G. Villa, City Manager Basem Muallem, Vice President

Attest: ________________________________
David Berryman, Senior Project Manager

_______________________________
Sarah A. Manwaring, City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 63
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Professional Services Amendment No. 3 with CIVILPROS

Amendment No. 3 – Exhibit A: Scope of Work Additional Work

(See following pages for additional detail)
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 64
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 65
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 66
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 67
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 68
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 69
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 70
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 72
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 77
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DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 83
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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Professional Services Amendment No. 3 with CIVILPROS
DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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Professional Services Amendment No. 3 with CIVILPROS

DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
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Professional Services Amendment No. 3 with CIVILPROS

DocuSign Envelope ID: 1F05AECA-9776-46AA-8FD6-FE310C2A02FA DocuSign Envelope ID: 63524982-8A57-4EF5-B024-8F82210AC909 Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 89
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AMENDMENT NO. 4 TO

AGREEMENT BETWEEN CIVILPROS
AND THE CITY OF MENIFEE FOR CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD

WIDENING PROJECT PROFESSIONAL ENGINEERING SERVICES

This is Amendment No. 4 (“Amendment No. 4”) to that certain Professional Services Agreement (“Agreement”) made on September 18, 2019, between the City of Menifee (“City”) and CIVILPROS (“Consultant”) for CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD WIDENING PROJECT PROFESSIONAL ENGINEERING SERVICES which Amendment No. 4 is made and entered into on _______________, 2022 to modify the term as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on the SEPTEMBER 18, 2019 and shall end on DECEMBER 31, 2024 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.

3. All other terms and conditions of the Agreement remain in full force and effect.

4. This Amendment No. 4 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

DocuSign Envelope ID: 82D2BE91-88FD-4B9B-BDD7-1EDBA254937B DocuSign Envelope ID: 27651586-229C-455E-AB5A-0910B25AF2BB October 19
Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 90
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Professional Services Amendment No. 4 with CivilPros

CITY OF MENIFEE CIVILPROS

_______________________________ _______________________________ Armando G. Villa, City Manager Basem Muallem, Vice President

Attest: ________________________________
David Berryman, Senior Project Manager

_______________________________
Stephanie Roseen, Acting City Clerk

Approved as to Form:

_______________________________
Jeffrey T. Melching, City Attorney

DocuSign Envelope ID: 82D2BE91-88FD-4B9B-BDD7-1EDBA254937B DocuSign Envelope ID: 27651586-229C-455E-AB5A-0910B25AF2BB Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 91
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April 19, 2023
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AMENDMENT NO. 5 TO

AGREEMENT BETWEEN CIVILPROS AND THE CITY OF MENIFEE FOR CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD WIDENING PROJECT

PROFESSIONAL ENGINEERING SERVICES
This is Amendment No. 5 (“Amendment No. 5”) to that certain Professional Services Agreement (“Agreement”) made on September 18, 2019 between the City of Menifee (“City”) and CIVILPROS (“Consultant”) for CIP 20-01: BUNDY CANYON ROAD/SCOTT ROAD WIDENING PROJECT – PROFESSIONAL ENGINEERING SERVICES which this Amendment No. 5 is made and entered into on ______________, 2023 to extend the term, increase the scope of work and compensation amount as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings ascribed to them in the Agreement.

2. Section 1.1, “Term of Services” is amended to read as follows:

1.1 Term of Services. The term of this Agreement shall begin on September 19, 2019 and shall end on December 31, 2026 unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8.

3.SECTION 2, “Compensation” is amended to increase the maximum compensation by $103,595.00 (ONE HUNDRED THREE THOUSAND FIVE HUNDRED NINETY FIVE DOLLARS AND ZERO CENTS), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed $3,100,354.00 (THREE

MILLION ONE HUNDRED THOUSAND THREE HUNDRED FIFTY FOUR
DOLLARS AND ZERO CENTS) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

Item Title: 10.12
Agreement Amendment with CivilPros, Inc. for the Scott Road / Bundy Canyon Road Widening Project Item Page Number: 92
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April 19, 2023
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Professional Services Amendment No. 5 with CIVILPROS

4. Exhibit A, “Scope of Services” is supplemented to include the supplement attached as Exhibit A hereto. The supplement to the “Scope of Services” is not intended to replace the original Exhibit A to the Agreement, but instead to augment and increase the scope of work listed in the original Exhibit A to the Agreement. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

EXHIBIT A

SCOPE OF SERVICES
Consultant shall provide N/A in the amount not to exceed $103,595.00 (ONE HUNDRED

THREE THOUSAND FIVE HUNDRED NINETY FIVE DOLLARS AND ZERO CENTS) as further detailed in the following page(s).

5. All other terms and conditions of the Agreement remain in full force and effect.

6. This Amendment No. 5 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)
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Professional Services Amendment No. 5 with CIVILPROS

CITY OF MENIFEECIVILPROS
_______________________________ _______________________________ Armando G. Villa, City Manager Basem Muallem, Vice President Attest: ________________________________
David Berryman, Senior Project
Manager
_______________________________
Kay Vinson, City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
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Professional Services Amendment No. 5 with CIVILPROS
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Professional Services Amendment No. 5 with CIVILPROS
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Professional Services Amendment No. 5 with CIVILPROS
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Professional Services Amendment No. 5 with CIVILPROS
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Professional Services Amendment No. 5 with CIVILPROS
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Professional Services Amendment No. 5 with CIVILPROS
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RESOLUTION NO. 22-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA, AMENDING THE FISCAL YEAR 2022/23 OPERATING BUDGET
WHEREAS, the City of Menifee, California adopted a budget for the fiscal year 2022/23 with Resolution No. 22-1157 on June 1st , 2022; and
WHEREAS, from time to time the City of Menifee receives unanticipated revenues, experiences unanticipated expenditures, and/or identifies alternative funding sources; and WHEREAS, it is in the best interest of the citizens of the City of Menifee to allocate budget resources to continue the operations of the City of Menifee; and WHEREAS, the City Council of the City of Menifee needs to amend the fiscal year 2022/23 budget as follows:

AMENDMENTS TO ADOPTED BUDGET:

Scott Road RBBD Fund 410 Adopted FY 2022/23 Revenue Budget: $203,500

1. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
March 1, 2023 FY22-23 Mid-Year Budget Adjustments Various $62,500 TOTAL: $62,500
Amended Scott RBBD Fund 410 FY 2022/23 Revenue Budget: $266,000 Scott Road RBBD 410 Adopted FY 2022/23 Expenditure Budget: $0

2. Record Appropriation(s):

CITY COUNCIL
MEETING DESCRIPTION ACCOUNT # AMOUNT
March 1, 2023 FY22-23 Mid-Year Budget Adjustments* Various $972,466 April 19, 2023 CIP 20-01: Scott Road/Bundy Canyon
Widening Project 410-4555-58083

$103,595
TOTAL: $1,076,061
*Includes $950,144.52 of existing FY2021/22 Purchase Orders (POs) carried forward into FY2022/23 under City Manager authority.

Amended Scott Road RBBD Fund 410 FY 2022/23 Expenditure Budget: $1,076,061

3. Record Transfer of Funds:

FROM ACCOUNT # TO ACCOUNT # AMOUNT
TOTAL:

Item Title: 10.12
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Amending the Fiscal Year 2022/23 Scott Road RBBD Fund 410 FY21/22 Carry-Over- Holland Road/I-215 Overpass
2 4
3 9
7 5

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE DOES HEREBY RESOLVE AS FOLLOWS:

The annual budget for the Scott Road RBBD Fund for the City of Menifee for fiscal year 2022/23 is hereby increased and amended to reflect unanticipated revenues and expenditures as follows:

Revenues:

Amended Scott Road RBBD Fund 410 FY 2022/23 Budget: $266,000

Expenditures:

CIP 20-01: Scott Road/Bundy Canyon Widening Project $103,595 Amended Scott Road RBBD Fund 410 FY 2022/23 Budget: $1,076,061 PASSED, APPROVED AND ADOPTED this 19th day of April 2023. _____________________________
Bill Zimmerman, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ ____________________________ Kay Vinson, Acting City Clerk Jeffrey T. Melching, City Attorney Item Title: 10.12
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CITY OF MENIFEE
SUBJECT: Agreement with Hillcrest Contracting, Inc. for Construction Services for the Romoland Grid Resurfacing - South Project MEETING DATE: April 19, 2023
TO: Mayor and City Council
PREPARED BY: Luke Qu, Associate Engineer
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute an Owner-Contractor Agreement with Hillcrest Contracting, Inc. to perform construction services for the Romoland Grid Resurfacing – South Project, Capital Improvement Project No. 22-23, in an amount not-to-exceed $793,691.20.

DISCUSSION
As part of the City’s Pavement Management Program (PMP), the Romoland Grid Resurfacing – South project, Capital Improvement Project No. 22-23, would consist of resurfacing existing roadways by grind and overlay, restriping where appropriate, and replacement of non-compliant pedestrian ramps. The Project limits are south of Highway 74, between Sherman Road and Ethanac Road. The following residential streets are included in the Project area: Jackson Avenue, Van Buren Avenue, Harrison Avenue, Tyler Avenue, 2nd Street, 3rd Street, and 4th Street. The Project would address the City’s Strategic Plan’s performance measure of maintaining an average roadway Pavement Condition Index of 70 year-over-year through June 2028.

On February 23, 2023, staff administered a competitive bid process, and the Project was legally advertised in accordance with the California Public Contract Code. An electronic bid opening was held on March 14, 2023, and a total of eight bids were received, as summarized in Table 1.

Table 1- Bid Result Summary
Engineer’s Estimate $830,532.00
Firm Name Total Bid Amount Lowest Responsible
Bidder
Hillcrest Contracting, Inc. $793,691.20 X
Copp Contracting, Inc. $847,968.82
R.J. Noble Company $858,820.40
Item Title: 10.13
Agreement with Hillcrest Contracting, Inc. for Construction Services for the Romoland Grid Resurfacing - South Project Item Page Number: 1
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City of Menifee Staff Report
CIP 22-23 Hillcrest Agreement
April 19, 2023

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1 4
9 3
Granite Construction Company $862,593.00
Hardy & Harper, Inc. $888,000.00
Pavement Coatings Co. $920,406.84
All American Asphalt $967,122.00
I E General Engineering Inc $1,138,831.60
Staff reviewed the apparent lowest bid and determined that Hillcrest Contracting, Inc. met the requirements for recommendation as the lowest responsive and responsible bidder.

The total cost for the construction contract is $793,691.20. Materials testing services were previously secured. Construction management and inspection would be provided by City staff.

Labor compliance services are currently being procured and would increase the total construction costs. The total anticipated construction costs for the Project are $898,060. Existing project budgets are available to cover the total anticipated construction costs.

If approved by the City Council, the tentative project schedule would be as follows:

Construction Start: May 2023
Construction End: July 2023
City Council Acceptance: September 2023
The timeline above assumes no delays due to weather or unforeseen conditions.

Environmental Impact
The proposed Project has been determined to be Categorically Exempt (“Existing Facilities”) under the California Environmental Quality Act (CEQA) and CEQA Guidelines, Section 15301.

Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency’s determination. The Project is for the resurfacing of an existing paved road and all improvements are within the existing city right-of-way. The proposed improvements are a negligible expansion of the existing use and are considered minor alterations to existing streets. The Project is also exempt under the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. There is no possibility that the activity in question will have a significant effect on the environment because the proposed Project is occurring in an area that is already heavily disturbed and is not environmentally sensitive. The Notice of Exemption for the Project was recorded with the County of Riverside on February 7, 2023.

STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility

FISCAL IMPACT
The total anticipated construction costs for the Project are $898,060. The funding required to support the award of the proposed construction contract for the Project is $793,691.20. There is existing funding in the current Fiscal Year 2022/2023 Budget for this Project, as summarized in Table 2 below.

Item Title: 10.13
Agreement with Hillcrest Contracting, Inc. for Construction Services for the Romoland Grid Resurfacing - South Project Item Page Number: 2
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April 19, 2023
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City of Menifee Staff Report
CIP 22-23 Hillcrest Agreement
April 19, 2023

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9 3
Table 2- Existing Project Funding
Fund Project Account Number Available
Budget
Anticipated
Cost
Measure A Romoland Grid
Resurfacing
220-4555-58141 $815,883 $793,691.20
Quality of Life Romoland Grid
Resurfacing
105-4555-58141 $105,187 $0
Total $921,070 $793,691.20

ATTACHMENTS

1. Owner-Contractor Agreement

2. Project Location Map
Item Title: 10.13
Agreement with Hillcrest Contracting, Inc. for Construction Services for the Romoland Grid Resurfacing - South Project Item Page Number: 3
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290/031858-0008
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CITY OF MENIFEE BID AND CONTRACT DOCUMENTS

OWNER-CONTRACTOR AGREEMENT
CIP 22-23 ROMOLAND GRID RESURFACING PROJECT
This Owner-Contractor Agreement (“Agreement”) is made and entered into for the above referenced Project by and between the City of Menifee (“Agency”), and HILLCREST CONTRACTING, INC. (“Contractor”), whose principal business address is 1467 CIRCLE CITY DRIVE, Corona, CA 92879 on the ________ day of ______________, 20_______.

In consideration of the mutual covenants and agreements set forth herein, the Agency and Contractor have mutually agreed as follows:

1. CONSTRUCTION
The Contractor agrees to do all the Work and furnish all the labor, services, materials and equipment necessary to construct and complete the Project in accordance with the Contract Documents (as hereinafter defined), including all work, labor, services, materials and equipment described and reasonably inferable from documents enumerated in Exhibit “A” attached hereto and incorporated herein by reference (such construction and furnishing of labor, service, materials and equipment hereinafter referred to as the “Work”) in a good worker-like and substantial manner and to the satisfaction of the Agency, in connection with the CIP 22-23 ROMOLAND GRID RESURFACING PROJECT to be constructed at the in the City of Menifee, California. The term Contract Documents shall mean this Agreement, and all of the items enumerated in Exhibit “A” and all change orders or addenda issued by the Agency with respect thereto. Agency must consent in writing to any changes in the scope of Work. Exhibit “A” shall be deemed revised in accordance with any revisions for which Agency’s consent has been issued. Any revisions to the scope of Work for which Agency’s consent has not been issued shall be null and void.

2. CONTRACT PRICE
Agency hereby agrees to pay and the Contractor agrees to accept as full compensation for all Work performed in accordance with these Contract Documents the Contract Price as set forth in Exhibit “B”, Contract Price, attached hereto and incorporated herein by reference. Payments to the Contractor shall be made in the manner described in the Special Provisions.

3. TIME FOR PERFORMANCE
Time is of the essence in the performance of Work for this Agreement and all timing requirements shall be strictly adhered to unless otherwise modified by the Agency in accordance with these Bid and Contract Documents.

The Contractor shall complete the Work in every detail to the satisfaction of the Agency, exclusive of maintenance periods, within the specified duration set forth in the Notice to Proceed.

4. DELAYS AND EXTENSIONS OF TIME
See Section 6-6 of the Special Provisions.

Item Title: 10.13
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5. COVID-19 SAFETY
If Contractor or subcontractor(s) enters City property or meets in person with City employees during the performance of the Services, Consultant shall comply with all State, County, and local emergency orders, directives, protocols, and best practices related to the COVID-19 pandemic, including, but not limited to: (A) wearing facial coverings, (B) maintaining adequate physical distancing when possible, (C) regular hand washing, and (D) regular hand sanitizing.

6. LABOR CODE REQUIREMENTS
Pursuant to Labor Code Section 1771.1, the Contractor and all subcontractors shall be registered with the Department of Industrial Relations. Pursuant to Labor Code Section 1771.4, the Contractor is hereby notified that this Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. [EFFECTIVE APRIL 1, 2015.]

7. NON-DISCRIMINATION
In the performance of this Agreement, the Contractor shall not refuse or fail to hire or employ any qualified person, or bar or discharge from employment any person, or discriminate against any person, with respect to such person’s compensation, terms, conditions or privileges of employment because of such person’s race, religious status, sex or age.

8. AUTHORIZED AGENCY REPRESENTATIVES
On behalf of the Agency, the City Engineer of the City of Menifee shall be the Agency’s authorized representative in the interpretation and enforcement of all Work performed in connection with this Agreement. The City Engineer may delegate authority in connection with this Agreement to his/her assigned designees.

9. WORKERS’ COMPENSATION INSURANCE
a) By my signature hereunder, as Contractor, I certify that I am aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Agreement.
b) The Contractor shall require each subcontractor to comply with the requirements of Section 3700 of the Labor Code. Before commencing any Work, the Contractor shall cause each subcontractor to execute the following certification:
“I am aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Agreement.”

10. ENTIRE AGREEMENT; CONFLICT
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The Contract Documents comprise the entire agreement between the Agency and the Contractor with respect to the Work. In the event of conflict between the terms of this Agreement and the bid of the Contractor, then this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of the bid conflicting herewith.

11. MAINTENANCE OF AGREEMENT DOCUMENTATION
Contractor shall maintain all books, documents, papers, employee time sheets, accounting records and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by Agency and copies thereof shall be furnished to Agency if requested.

12. INDEPENDENT CONTRACTOR
At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee, agent, partner or joint venturer of the Agency. Agency shall have the right to control Contractor insofar as the results of Contractor’s services rendered pursuant to this Agreement; however, Agency shall not have the right to control the means by which Contractor accomplishes such services.

13. LICENSES AND PERMITS
Contractor represents and declares to Agency that it has all licenses, permits, qualifications and approvals of whatever nature which are legally required to practice its profession. Contractor represents and warrants to Agency that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, qualifications or approvals which are legally required for Contractor to practice its profession.

14. GOVERNING LAW, VENUE
This Agreement and the Contract Documents shall be construed under and in accordance with the laws of the State of California, and the appropriate venue for any action or proceeding arising from this Agreement and/or the Contract Documents shall be had in the Superior Court of Riverside, Temecula Branch

15. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original.

16. FALSE CLAIMS
Contractor acknowledges that if a false claim is submitted to the Agency, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the Agency seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including Item Title: 10.13
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attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years.

I have read and understood all of the provisions of this Section 15, above:
(Initial) (Initial)

17. AGREEMENT MODIFICATION
This Agreement and the Contract Documents may not be modified orally or in any manner other than by an amendment in writing and signed by the Agency and the Contractor.

IN WITNESS WHEREOF this Agreement is executed as of the date first written above.

AGENCY:

City of Menifee
By:

Armando G. Villa, City Manager
CONTRACTOR:

Hillcrest Contracting Inc.

By:

Name: Glenn J. Salsbury, President____
Its:

APPROVED AS TO FORM:

By:

Jeffrey T. Melching, City Attorney
By:

Name: Einer G. Lindholm, VP/Secretary
Its:

ATTEST:

By:

Kay Vinson, Acting City Clerk
036370, 471664 -Class A
Contractor’s City Business License No.

State Contractor License No. & Class
1467 CIRCLE CITY DRIVE
Street Address
Corona, CA 92879
City, State, Zip Code
[NOTE: In the event the Contractor is a Corporation, the signatures of two separate persons holding different offices must be provided.]
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EXHIBIT A

CONTRACT DOCUMENTS
Owner-Contractor Agreement
Bid Schedule
Addenda
Plans
Special Provisions (Specifications)
Standard Specifications for Public Works Construction and Regional Supplements State Standard Specifications
State Standard Plans
Permits issued by jurisdictional regulatory agencies
Electric, gas, telephone, and cable television company specifications and standards Item Title: 10.13
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EXHIBIT B

CONTRACT PRICE
Seven Hundred Ninety Three Thousand Six Hundred Ninety One Dollars and Twenty Cents ($793,691.20)
The Contract Price for performing all Work described in the Contract Documents, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, as determined by the Agency.

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CITY OF MENIFEE
SUBJECT: Agreement with Blackheart Building Solutions for the Police Department Parking Lot Upgrade Project
MEETING DATE: April 19, 2023
TO: Mayor and City Council
PREPARED BY: Nancy Rodriguez, Management Analyst
REVIEWED BY: Jonathan Nicks, Deputy City Manager
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute a Owner-Contractor Agreement with Blackheart Building Solutions to perform construction services for the Police Department Parking Lot Upgrade, Capital Improvement Project No. 19-18, in the amount not-to-exceed of $79,645.75.

DISCUSSION
The City of Menifee Police Station went under construction in 2019, however, the front and back parking lots were left unfinished. After using the gravel parking lot for a few years, the Police Department is in need of a more stable but permeable surface. The City Council approved the Police Station Parking Lot Upgrades project in the Fiscal Year 2021/2022 Capital Improvement Project (CIP). The Project would include replacing the gravel in the back parking lot with asphalt grindings, sealed by an asphalt emulsion and striped to create 77 parking stalls between the front and rear parking lots. The parking lot improvements are necessary to create more parking spots for the growing police department. Staff administered a competitive bid process for the Police Parking Lot Upgrades Project on March 3, 2023. An electronic bid opening was held on March 15, 2022, a total of two bids were received as summarized in Table 1 below.

Table 1 – Bid Result Summary
Firm Name
Total Bid
Amount
Lowest
Responsible Bidder
Blackheart Building Solutions $79,645.75 X
IE General Engineering Inc. $117,202.50
Item Title: 10.14
Agreement with Blackheart Building Solutions for the Police Department Parking Lot Upgrade Project Item Page Number: 1
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Staff reviewed the lowest bidder at the time of the bid opening and determined that Blackheart Building Solutions met the requirements for recommendation as the lowest responsive and responsible bidder. The lowest responsible bidder was determined based on the total sum of the bid for each firm.

Construction management and inspection would be performed by City staff, while labor compliance would be performed by City consultants.

Table 2 – Construction Cost Summary
Expenditure Item Cost
Construction Contract: $79,645.75
5% Construction Contingency: $3,982.29
Consultant Labor Compliance: $2,460
Total: $86,088.04
The tentative project schedule is as follows:

Anticipated Construction Start Date: May 1, 2023
Estimated Construction Completion Date: May 15, 2023
*Assumes no delays due to weather or unforeseen conditions.

Environmental Impact
The proposed project has been determined to be Categorically Exempt under the California Environmental Quality Act (CEQA) and CEQA Guidelines, Section 15301 (Class 1 – Existing Facilities) as it involved the rehabilitation and restriping of an existing parking lot and minor improvements with no expansion of the existing use.

STRATEGIC PLAN OBJECTIVE
Safe and Attractive Community

FISCAL IMPACT
Funding in the total amount of $79,645.75 is available in the existing project funding as shown in Table 3 below.

Table 3 – Existing Project Funding
Project Account Number
Available
Budget
Amount
Requested
CIP No. 19-18 Police
Station Parking Lot Upgrades 105-4555-58090 $240,000 $79,645.75 Total $240,000 $79,645.75
Item Title: 10.14
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April 19, 2023
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City of Menifee Staff Report
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April 19, 2023

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ATTACHMENTS

1. Blackheart Building Solutions Agreement

2. Location Map
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290/031858-0008
7645681.2 a00/00/00 Page 1

CITY OF MENIFEE BID AND CONTRACT DOCUMENTS

OWNER-CONTRACTOR AGREEMENT
CIP 19-18 POLICE DEPARTMENT PARKING LOT UPGRADES PROJECT This Owner-Contractor Agreement (“Agreement”) is made and entered into for the above referenced Project by and between the City of Menifee (“Agency”), and BLACKHEART BUILDING SOLUTIONS (“Contractor”), whose principal business address is 5245 Champlain St., Oceanside, CA 92056 on the ________ day of ______________, 20_______.

In consideration of the mutual covenants and agreements set forth herein, the Agency and Contractor have mutually agreed as follows:

1. CONSTRUCTION
The Contractor agrees to do all the Work and furnish all the labor, services, materials and equipment necessary to construct and complete the Project in accordance with the Contract Documents (as hereinafter defined), including all work, labor, services, materials and equipment described and reasonably inferable from documents enumerated in Exhibit “A” attached hereto and incorporated herein by reference (such construction and furnishing of labor, service, materials and equipment hereinafter referred to as the “Work”) in a good worker-like and substantial manner and to the satisfaction of the Agency, in connection with the CIP 19-18 POLICE DEPARTMENT PARKING LOT UPGRADES PROJECT to be constructed at the in the City of Menifee, California. The term Contract Documents shall mean this Agreement, and all of the items enumerated in Exhibit “A” and all change orders or addenda issued by the Agency with respect thereto. Agency must consent in writing to any changes in the scope of Work. Exhibit “A” shall be deemed revised in accordance with any revisions for which Agency’s consent has been issued. Any revisions to the scope of Work for which Agency’s consent has not been issued shall be null and void.

The Contractor shall complete the Work in every detail to the satisfaction of the Agency, exclusive of maintenance periods, within the specified duration set forth in the Notice to Proceed.

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4. DELAYS AND EXTENSIONS OF TIME
See Section 6-6 of the Special Provisions.

9. WORKERS’ COMPENSATION INSURANCE
a) By my signature hereunder, as Contractor, I certify that I am aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Agreement.
b) The Contractor shall require each subcontractor to comply with the requirements of Section 3700 of the Labor Code. Before commencing any Work, the Contractor shall cause each subcontractor to execute the following certification:
“I am aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the Item Title: 10.14
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provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Agreement.”

10. ENTIRE AGREEMENT; CONFLICT
The Contract Documents comprise the entire agreement between the Agency and the Contractor with respect to the Work. In the event of conflict between the terms of this Agreement and the bid of the Contractor, then this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of the bid conflicting herewith.

15. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original.

290/031858-0008
7645681.2 a00/00/00 Page 4
where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the Agency seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years.

I have read and understood all of the provisions of this Section 15, above:
(Initial) (Initial)

17. AGREEMENT MODIFICATION
This Agreement and the Contract Documents may not be modified orally or in any manner other than by an amendment in writing and signed by the Agency and the Contractor.

IN WITNESS WHEREOF this Agreement is executed as of the date first written above.

AGENCY:

City of Menifee
By:

Armando G. Villa, City Manager
CONTRACTOR:

By:

Name: Daniel Coon, President______
Its:

APPROVED AS TO FORM:

By:

Jeffrey T. Melching, City Attorney
By:

Name: Daniel Coon, President______
Its:

ATTEST:

By:

Kay Vinson, Acting City Clerk
Contractor’s City Business License No.
______________________________________
State Contractor License No. & Class
5245 Champlain St.

Street Address
Oceanside, CA 92056
City, State, Zip Code
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[NOTE: In the event the Contractor is a Corporation, the signatures of two separate persons holding different offices must be provided.]
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EXHIBIT A

CONTRACT DOCUMENTS
Owner-Contractor Agreement
Bid Schedule
Addenda
Plans
Special Provisions (Specifications)
Standard Specifications for Public Works Construction and Regional Supplements State Standard Specifications
State Standard Plans
Permits issued by jurisdictional regulatory agencies
Electric, gas, telephone, and cable television company specifications and standards Item Title: 10.14
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EXHIBIT B

CONTRACT PRICE
Seventy Nine Thousand Six Hundred Forty Five Dollars and Seventy Five Cents ($79,645.75) The Contract Price for performing all Work described in the Contract Documents, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, as determined by the Agency.

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Item Title: 10.14
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Location Map -
Menifee Police Station, 29714 Haun Road, Menifee, CA 92585 Item Title: 10.14
Agreement with Blackheart Building Solutions for the Police Department Parking Lot Upgrade Project Item Page Number: 14
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April 19, 2023
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CITY OF MENIFEE
SUBJECT: Amendment No. 1 to the County of Riverside, on behalf of Riverside University Health System-Medical Center
Professional Services Agreement
MEETING DATE: April 19, 2023
TO: Mayor and City Council
PREPARED BY: Christine Booker, Budgets & Grants Analyst REVIEWED BY: Chris Karrer, Police Chief
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 1 to Professional Services Agreement with County of Riverside, on behalf of Riverside University Health System-Medical Center (RUHS-MC) for Adult / Adolescent Forensic Services for Police Department increasing the Fiscal Year 2022/2023 purchase order (PO) the not-to-exceed amount of $10,000, for a revised total of $16,100, and extending the terms of the contract by 1 year per the Period of Performance section; and

2. Authorize the City Manager to execute a second amendment extending the term through June 30, 2025, at the City’s discretion.

DISCUSSION
The Menifee Police Department contracted with RUHS-MC to facilitate the required forensic services for the police department on as on-call, as needed basis in a professional manner to provide examinations in sexual assault victims, victims of strangulation, and/or victims of interpersonal violence. This Professional Services Agreement (PSA) provides services to meet the evaluation and evidentiary needs for the prosecution of sexual assault cases. In Fiscal Year (FY) 2022/2023, the need for these services has increased and the need for additional funds to their contract became necessary.

Amendment No. 1, in the not-to-exceed amount of $10,000, would increase the existing purchase order with RUHS-MC for the additional professional forensic examination services needed through June 30, 2023. Additionally, the Amendment will extend the terms of the contract through June 30, 2024, per the Period of Performance clause in the PSA. A corresponding purchase order will be completed for each FY in an annual estimated amount of $15,000.

Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 1
Menifee Mayor and City Council
April 19, 2023
Page
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City of Menifee Staff Report
RUHS Amendment No. 1
April 19, 2023

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8 1

STRATEGIC PLAN OBJECTIVE
Safe and Attractive Community

FISCAL IMPACT
The fiscal impact of Amendment No. 1 is $10,000. Funding for the proposed amendment would be funded from available funds within the adopted FY 2022/2023 Budget, under Account No. 100- 4911-52800 (Professional Services). No additional budget appropriation action(s) would be required.

All funding for future years will be budgeted in the appropriate Police Department accounts with an annual estimated amount of $15,000 per year.

ATTACHMENTS

1. Original PSA

2. Amendment No. 1 - RUHS-MC
Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 2
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April 19, 2023
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 3
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April 19, 2023
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 4
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April 19, 2023
Page
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 5
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April 19, 2023
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 6
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April 19, 2023
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 7
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April 19, 2023
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 8
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April 19, 2023
Page
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 9
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April 19, 2023
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 10
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April 19, 2023
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 11
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April 19, 2023
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 12
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April 19, 2023
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Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 13
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April 19, 2023
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1 of 2

FIRST AMENDMENT TO THE

AGREEMENT FOR

PROFESSIONAL MEDICAL SERVICES
(Adult / Adolescent Forensic Services)

BETWEEN COUNTY OF RIVERSIDE AND CITY OF MENIFEE
This First Amendment to the Agreement for Professional Medical Services (Adult / Adolescent Forensic Services) (First Amendment), is entered into by and between the County of Riverside (COUNTY), a political subdivision of the State of California, on behalf of the Riverside University Health System Medical Center (HOSPITAL) and The City of Menifee, a municipal corporation of the State of California, on behalf of the Menifee Police Department (CONTRACTOR), sometimes collectively referred to as the “Parties” or individually referred to as a “Party.” WHEREAS, COUNTY and CONTRACTOR have entered into that certain Agreement for Professional Medical Services (Adult / Adolescent Forensic Services), and effective January 1, 2020 (Agreement), whereby COUNTY agreed to provide CONTRACTOR with professional medical services in the specialty practice of Adult / Adolescent Forensic Services (SPECIALTY); and WHEREAS, COUNTY and CONTRACTOR desire to amend the Agreement to exercise the option to renew and extend the period of performance as set forth in the Agreement; NOW THEREFORE, the Parties agree as follows:

1. Term. Section 2.1 Term is hereby amended to read as follows:
“This Agreement shall be effective upon signature of this Agreement by both parties and continues in effect through June 30, 2023, unless terminated earlier. This Agreement may be renewed by written amendment for up to two (2) additional years through June 30, 2025.

2. Miscellaneous. All other terms and conditions of this Agreement are to remain unchanged.

3. Effective Dates. This First Amendment to the Agreement shall become effective July 1, 2023 through June 30, 2024.

[Signature Page Follows]
Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 14
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IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Fourth Amendment.

COUNTY OF RIVERSIDE, a politicalTHE CITY OF MENIFEE, a municipal subdivision of the State of California corporation of the State of California By: ________________________________ By: _______________________________ Name: ______________________________ Name: Armando Villa Title: Procurement Contract Specialist Title: City Manager Date: _______________________________ Date: ______________________________ APPROVED TO FORM: ATTEST:

County Counsel
By: ________________________________ By: _______________________________ Name: Martha Ann Knutson Name: Kay Vinson
Title: Deputy County Counsel Title: City Clerk
Date: _______________________________ Date: _____________________________ APPROVED AS TO FORM:

By: _______________________________
Name: Jeffrey T. Melching
Title: City Attorney
Date: _____________________________
Item Title: 10.15
Amendment

No.

1 to

the

County

Riverside,

behalf

Riverside

University

Health

System-Medical

Center

Professional
Services Agreement
Item Page Number: 15
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April 19, 2023
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CITY OF MENIFEE
SUBJECT: Public Works Fiscal Year 2022/23 Vehicle Purchases MEETING DATE: April 19, 2023
TO: Mayor and City Council
PREPARED BY: Chris Gehrki, Management Analyst
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve the purchase of two RAV4 Hybrid vehicles from Temecula Valley Toyota in the not- to-exceed amount of $85,430 including taxes and delivery; and

2. Approve the purchase of one refrigerated box truck vehicle and appurtenant outfitting from Freeway Isuzu Truck in the not-to-exceed amount of $140,300.09, including taxes and delivery; and

3. Authorize the purchases of the three vehicles as an informal bid as allowed under the Menifee Municipal Code Section 3.12.070(A)(2) and 3.12.070(A)(5); and

4. Authorize the City Manager to execute the required documents and the Finance Department to issue corresponding purchase orders for the vehicle purchases.

DISCUSSION
As the City continues to grow and develop, the need to expand the City’s vehicle fleet has correspondingly increased to allow the City to continue to provide essential services. Historically, each Department would request and order the vehicles and equipment required to maintain the services provided by each Department. In an effort to streamline and standardize this process, the Public Works Department will be responsible for compiling these requests and pursue purchasing as outlined in Municipal Code 3.12.

Fire/Fire Marshal’s Office Vehicles
The City of Menifee contracts fire services with Cal Fire / Riverside County Fire providing a full range of fire protection services. Together they take measures and practices directed toward the Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 1
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April 19, 2023
Page
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City of Menifee Staff Report
Public Works/Fire and Community Services Vehicle Purchases April 19, 2023

Page 2 of 3 ends

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8 7
prevention and suppression of destructive fires and protect the citizens of Menifee against the loss of life and property. To meet these needs, the Fiscal Year 2022/2023 adopted Budget incorporated allocations for vehicle purchases for the approved EMS Specialist and Fire Inspector. Specifically, two (2) Rav4 vehicles will be purchased to support Fire Marshal and EMS Specialist operations.

Community Services/CalRecycle Edible Food Recovery Grant Program Vehicle Additionally, in the fall of 2022, the City of Menifee’s Community Services Department, in partnership with the Menifee Valley Community Cupboard (MVCC), was successful in securing grant funding in the amount of $241,360 through CalRecycle’s 2022/23 Edible Food Recovery Grant (EFRG) Program. The funded project includes the addition of climate controls to a MVCC container to allow for the storage of semi-perishable goods, upgrades to the kitchen preparation area to allow for processing and repackaging of bulk item donations, as well as an additional collection/distribution vehicle (refrigerated box truck) to be used by MVCC in the distribution of food. The vehicle purchase would include the purchase of the truck itself as well as a 16 foot insulated refrigerated Summit body with Thermo king reefer unit 520 with electric standby, needed to house the transportation of food by MVCC.

Procurement Efforts -
To help secure the most cost-effective pricing for the purchase of the three vehicles, staff completed the following procurement efforts:
#1. Cooperative Purchasing (Allowable under Menifee Municipal Code 3.12.070 (A)(6)) - Staff attempted to locate these vehicles using a Sourcewell Cooperative Purchasing Agreement Contract with Toyota and other cooperative purchasing entities, but there were none available.

By using cooperative purchasing, the City would be able to reduce solicitation efforts/staff time and leverage other governmental entities bidding efforts with pre-negotiated pricing. #2. Competitive Formal Bidding Process (Pursuant to Menifee Municipal Code 3.12.060) - Next, staff posted two separate formal bids using PlanetBids, and soliciting bid responses for the purchase of the three (3) vehicles, but the City received zero responses. #3. Informal Bid Procedures (Pursuant to Menifee Municipal Code 3.12.060(I))- Finally, after receiving no bid responses to the Competitive Formal Bids issued, staff requested quotes from local dealers to find these vehicles physically on hand and available for purchase. Quotes were only received by one local dealer, Temecula Valley Toyota, for the Rav4 vehicles and Freeway Isuzu Truck for the refrigerated box truck, as other dealers didn’t have the quantity, make and models requested available for purchase at this time. Staff has reviewed the quotes from Temecula Valley Toyota (2 Rav4 vehicles) and Freeway Isuzu Truck (refrigerated box truck vehicle) for cost reasonability and recommends moving forward with the purchases as allowable under Menifee Municipal Code Section 3.12.070(A)(2) and 3.12.070(A)(5).

STRATEGIC PLAN OBJECTIVE
Safe and Attractive Community

FISCAL IMPACT
Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 2
Menifee Mayor and City Council
April 19, 2023
Page
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City of Menifee Staff Report
Public Works/Fire and Community Services Vehicle Purchases April 19, 2023

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The fiscal impact for the requested vehicle purchases is $225,730.09, $85,430 for the two Rav4 vehicles and $140,300.09 for the refrigerated box truck vehicle. Funding for the purchase of these three vehicles is principally derived specifically from: Special revenue funds, grant funds, South Coast Air Quality Management District (AQMD) funding intended to encourage the development of measures or projects that result in the reduction of motor vehicle emissions, and for the EMS Specialist Vehicle funds collected to support fire services. Funding of $2,715 from General Fund will be used to pay a portion of the Fire Inspector vehicle, as costs were slightly higher than the available AQMD budget. The purchase of the refrigerated box truck will be fully funded and reimbursed through the CalRecycle EFRG grant.

Associated maintenance costs for the vehicles will be absorbed as part of the City’s on-going maintenance program, with most of the maintenance and repair services performed internally by the Fleet Division of the Public Works Department. Upon receipt of the refrigerated box truck, the City will formally transfer ownership and all maintenance responsibilities to Menifee Valley Community Cupboard. Therefore, any on-going maintenance costs will not require city funding.

The proposed purchases have been budgeted in the Fiscal Year 2022/2023 Budget within the following accounts:

MAKE/MODEL FUND ACCOUNT AMOUNT ($)
FUNDED

PURCHASE
AMOUNT
2023 NRR Cab Chassis
(MVCC Refrigerated Box Truck)
Grant
Fund 301-4661-58164 $140,300.09 $140,300.09
Toyota RAV4 Hybrid
(Fire EMS Specialist) General 100-4445-53155 $42,715 $42,715 AQMD 280-4221-53155 $40,000Toyota RAV4 Hybrid
(Fire Inspector) General
Fund 100-4446-53155 $2,715
$42,715
TOTAL: $225,730.09
No additional budget appropriation action is required.

ATTACHMENTS

1. Negative response from Moss Bros. Toyota of Moreno Valley

2. Negative response from Toyota of Riverside

3. Quote from Temecula Valley Toyota

4. Quote from Freeway Isuzu Truck for Refrigerated Box Truck Vehicle Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 3
Menifee Mayor and City Council
April 19, 2023
Page
332 of 538

From: Martin Cabrera
To: Chris Gehrki
Subject: RE: RE: Vehicle Match
Date: Thursday, March 23, 2023 2:44:58 PM
Attachments: Vspec_RAV4 Hybrid_2T3UWRFV2PW14F218 (1).pdf [CAUTION]: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

I do apologize attached is the spec sheet.

Respectfully,
Martin Cabrera
Internet Manager

Your privacy is important to us. If you no longer wish to receive these emails, click here.

Alternatively, you may send a written request to the address below. www.mossbrostoyotamorenovalley.com/ | (951) 247-8000
12630 Motor Way | Moreno Valley, CA 92555
From: [email protected]
Sent: 2023-03-23T21:42:10.317
To: [email protected],
Subject: RE: RE: Vehicle Match

Thank you!

Thank you,

Maintenance Operations Center Operating Hours:

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Friday 6:30 a.m. to 3:00 p.m.

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Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 4
Menifee Mayor and City Council
April 19, 2023
Page
333 of 538

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*Please note that email correspondence with the City of Menifee, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt. The City of Menifee shall not be responsible for any claims, losses or damages resulting from the use of digital data that may be contained in this email.

From: Martin Cabrera
Sent: Thursday, March 23, 2023 2:41 PM
To: Chris Gehrki
Subject: Re: RE: Vehicle Match

[CAUTION]: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Currently, I only have one White Rav4 Hybrid available. I have attached the spec sheet for it.

We do have a market adjustment on it of $7995 because of the current shortage and such high demand for hybrid vehicles. Everything is totally negotiable. The asking price for this specific one would be $43,005.00. plus tax and license.

Respectfully,
Martin Cabrera
Internet Manager
Your privacy is important to us. If you no longer wish to receive these emails, click here.

Alternatively, you may send a written request to the address below.

www.mossbrostoyotamorenovalley.com/ | (951) 247-8000
12630 Motor Way | Moreno Valley, CA 92555
From: [email protected]
Sent: 2023-03-23T21:33:50.777
To: [email protected],
Subject: RE: Vehicle Match

Thank you for reaching out. We are looking to purchase two new RAV4 Hybrids, both white. I would like a quote emailed for each as we will need documentation to take to City Council for approval.

Thank you,

Maintenance Operations Center Operating Hours:

Monday – Thursday 6:30 a.m. to 4:00 p.m.

Friday 6:30 a.m. to 3:00 p.m.

Chris Gehrki | Management Analyst
Public Works and Engineering Department
City of Menifee | 27860 Bradley Road | Menifee, CA 92586 Direct: (951) 723-3721 | City Hall: (951) 672-6777 | Fax: (951) 679-3843 [email protected] | cityofmenifee.us
Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 5
Menifee Mayor and City Council
April 19, 2023
Page
334 of 538

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From: Martin Cabrera
Sent: Thursday, March 23, 2023 2:29 PM
To: Chris Gehrki
Subject: Vehicle Match
[CAUTION]: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

March 23, 2023
Good Afternoon Chris,

My name is Martin, Internet Sales Manager at Moss Bros. Toyota. We're One Group with One Goal: to serve you. Let us help you during this time of uncertainty with a stress-free buying experience. That's why today we offer home test drives, options to buy from home, and vehicle home delivery.

We received your online request through Gubagoo Chat for a Toyota RAV4 Hybrid.

We have many great vehicles available today at outstanding prices. Plus, all new Toyota vehicles come with ToyotaCare a 2 Year or 25,000 Miles no cost maintenance plan with 24 hour Roadside Assistance***.

MSRP $33,973.00
Moss Savings -$500.00
College Grad Rebate -$500.00
Trade-In Bonus (Must Qualify) -$1,500.00
Your Price $31,473.00
Moss Bros Toyota Estimated Savings
$2,500.00
Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 6
Menifee Mayor and City Council
April 19, 2023
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Great news, I have found a few similar vehicles that you can save big $ on! Here is a quote for this: Pre-Owned 2021 Toyota Rav4 XLE Original Price $38,114.00
You Save -$10,824.00
Sale Price $27,290.00
Here is a quote for this: Pre-Owned 2020 Toyota Rav4 XLE Original Price $38,837.00
You Save -$12,760.00
Sale Price $26,077.00
I have available appointments today and tomorrow. What time would you be able to come take a test drive? Warmest regards,
Martin Cabrera
Internet Manager
Moss Bros. Toyota
12630 Motor Way
Moreno Valley, CA 92555
855-333-2531
www.MossBrosToyotaMorenoValley.com
*Your price quote is valid for 48 hours and is after all available discounts. This quote is only valid to the recipient of this email. All prices plus government fees and taxes, any finance charges, and dealer document processing charge ($85), any electronic filing charge, and any emission testing charge. Price does not include dealer installed options. Factory Incentives available to qualified customers based on individual and specific criteria. See dealer for complete details of each incentive. Vehicle price is not available with special leases or special manufacturer APR incentives unless noted otherwise. Customer must finance with Manufacturer's Financial institution with standard APR to receive discounted pricing. To receive the trade-in bonus you must trade in a 2013 or newer vehicle with 60,000 miles or less. Vehicle cannot have a salvage title, accidents or damage reported on any vehicle history reports. Estimated savings are based on the MSRP minus the selling pricing of the vehicle. Pricing applies to vehicles that are in dealer stock. All pricing is final and no other special programs will factor in. Pricing subject to change without notice. We reserve the right to modify this quote to correct arithmetic or typographical errors. ***Covers normal factory scheduled service for 2 years or 25,000 miles, whichever comes first. See Toyota dealer for details and exclusions. Roadside assistance does not include parts and fluids, except emergency fuel delivery. Prius Plug-in Hybrid comes with an additional year of roadside assistance, for a total of 3 years from date of first use.

Your privacy is important to us. If you no longer wish to receive these emails, click here .

Alternatively, you may send a written request to the address below.

www.mossbrostoyotamorenovalley.com/ | (951) 247-8000
12630 Motor Way | Moreno Valley, CA 92555
Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 7
Menifee Mayor and City Council
April 19, 2023
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Public Works Fiscal Year 2022/23 Vehicle Purchases
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From: anthony turdo
To: Chris Gehrki
Subject: Re: Two Toyota RAV4 Hybrids
Date: Saturday, March 25, 2023 1:57:53 PM
[CAUTION]: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Hi Chris , I do not have 2 Rav4 Hybrids XLE wright now, I will be getting one in a couple weeks and will call you, Thankyou from Tony Turdo at TOYOTA OF RIVERSIDE On Mar 25, 2023, at 1:50 PM, Chris Gehrki <[email protected]> wrote:

Hi Anthony,

Thank you for taking the time to speak with me on the phone today. As discussed, we are looking to purchase two new Toyota RAV4 Hybrid XLEs that are white. Do you have two available at this time? Also, we will hopefully be looking to purchase another one after July 1
st as well. I’ll be in touch when that time comes.

Thank you,

Maintenance Operations Center Operating Hours:

Monday – Thursday 6:30 a.m. to 4:00 p.m.

Friday 6:30 a.m. to 3:00 p.m.

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City of Menifee/MVcupboard

FREEWAY ISUZU TRUCK
Mark Lund | 6027376150 | [email protected]
Current report content is based on data as of 2023-03-15 11:17:48. Any performance-related calculations are offered solely as guidelines. Actual vehicle performance will depend on your operating conditions. All Information, specifications and pricing in this application are based on the latest information available. Isuzu Commercial Truck of America, Inc. reserves the right to discontinue or change, at any time, without prior notice, the pricing, specifications, options, materials, equipment, design and models.

Page 1 ends

Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 22
Menifee Mayor and City Council
April 19, 2023
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351 of 538

Code Description Weight MSRP
Model
3U3 NRR Cab Chassis 150"WB, 127.5"CA $66,100.00
54 White, 30 Gallon Stainless Steel In-Rail Fuel Tank
with power windows, power door locks and air
conditioning
$0.00
Tires
I5H LRR (low rolling resistance) 0.0 lbs. Inc.

Engine
I1B 4HK1-TC, diesel engine 317 CID (5.19L), 215 HP at
2550 RPM: 452 ft.-lb. gross torque at 1850 RPM. 4
cylinder, 16 valve, four cycle, overhead cam,
turbocharged, inter-cooled, water cooled EGR valve,
direct injection, electronically controlled common rail fuel system, engine cruise control function. Oil level
check switch and light. Engine Warning system with
audible warning for low oil pressure, high coolant
temperature, and low coolant level.

0.0 lbs. Inc.

Transmission
I1W Aisin A465id 6-speed automatic transmission,
Ratios: 3.742, 2.003, 1.343,

0.0 lbs. Inc.

Wheelbase
IB1 150 inches, includes ladder type channel frame. Full C section straight frame 33.5 inches wide. Yield
strength 44,000 psi; section modulus 7.20in3 RBM
316,800 lb./ft./in. per rail. 127.5"CA

0.0 lbs. Inc.

Air Cleaner
KNX Dry Paper single element. (Donaldson brand) Air
cleaner canister standard with air restriction indicator in the driver’s Multi-Information Display (MID).

0.0 lbs. Inc.

Alternator
I2C 140 AMP. with integral regulator. 0.0 lbs. Inc.

Battery
IX1 Dual 12-Volt maintenance free group 31 750 CCA
batteries with threaded posts

0.0 lbs. Inc.

Exhaust
IX7 Single horizontal with DPF/SCR exhaust system 0.0 lbs. Inc.

Front Axle
IZ6 ”I”-beam rated at 7,275 lbs. Includes integral
hydraulic power steering. Ratio 18.8-20.9:1.

0.0 lbs. Inc.

Front Suspension
ID8 8440 lbs. Capacity semi elliptical tapered leaf spring.

Includes shock absorbers and stabilizer bar

0.0 lbs. Inc.

Front Wheels
IB9 19.5” x 6”, 6-hole disc, painted white 0.0 lbs. Inc.

Front Tires
XTN/R3M 225/70R19.5F (12 ply) tubeless Radial, all season 0.0 lbs. Inc.

Rear Suspension
ID9 14,550 lbs. capacity. Semi-elliptical main and 0.0 lbs. Inc.

FREEWAY ISUZU TRUCK
Mark Lund | 6027376150 | [email protected]
City of Menifee/MVcupboard #JALE5W169P7301346 (2023 NRR Cab Chassis, 3U3 150"WB, 127.5"CA, 19,500 GVWR. White, 30 Gallon Stainless Steel In-Rail Fuel Tank with power windows, power door locks and air conditioning
Selected Model and Options
Current report content is based on data as of 2023-03-15 11:17:48. Any performance-related calculations are offered solely as guidelines. Actual vehicle performance will depend on your operating conditions. All Information, specifications and pricing in this application are based on the latest information available. Isuzu Commercial Truck of America, Inc. reserves the right to discontinue or change, at any time, without prior notice, the pricing, specifications, options, materials, equipment, design and models.

Page 2 ends

Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 23
Menifee Mayor and City Council
April 19, 2023
Page
352 of 538

Code Description Weight MSRP
auxiliary multi-leaf springs. Includes shock
absorbers.

Rear Axle
ID3 Single-speed, 14,550 lb. capacity with oil lubricated rear wheel bearings.

0.0 lbs. Inc.

Ratio
011 5.571:1 0.0 lbs. Inc.

Rear Wheels
IC1 19.5” x 6”, 6-hole disc, painted white 0.0 lbs. Inc.

Rear Tires
YTN/S3M 225/70R19.5F (12 ply) tubeless Radial, all season tread.

0.0 lbs. Inc.

Fuel Tank
I4I 30 Gallon Stainless Steel In-Rail Fuel Tank 0.0 lbs. Inc.

Seat
AQB Driver seat is reclining high back. Two single
occupant fold down seats with tray backs.

0.0 lbs. Inc.

Brakes
K40 Butterfly valve type exhaust brake 0.0 lbs. Inc.

IE1 Vacuum + Power Assist; hydraulic 4-wheel disc
brakes with 4-channel ABS. Mechanical,
transmission mounted parking brake. Non-asbestos
semi metallic linings are standard.

0.0 lbs. Inc.

Air Conditioning
C60 Air conditioner 0.0 lbs. Inc.

Power Windows & Door Locks
IL0 Yes 0.0 lbs. Inc.

Floor Mats
IQ6 Standard Floor Mats 0.0 lbs. Inc.

Model Option
54 White, 30 Gallon Stainless Steel In-Rail Fuel Tank
with power windows, power door locks and air
conditioning

0.0 lbs. Inc.

Additional Options
IF6 Fire Extinguisher and Triangle Kit mounted in rear
organizer on standard cab and under rear seat on
crew cab

19.0 lbs. $88.00
IV8 Seat Covers standard cab 6.0 lbs. $280.00
UZF Back up alarm 1.0 lbs. $112.00
I4K Keyless entry system including two keypads as
standard

1.0 lbs. $316.00
I6K Lockable DEF fill cap 0.3 lbs. $80.00
I8L High visibility seat belt (driver and RH passenger
seat)

0.0 lbs. $184.00
I0W Heated dual remote control mirrors (17” head) 4.0 lbs. $676.00 I3Z Spare keys (2 additional, 4 keys in total) 0.0 lbs. $40.00 Assistance System

Page 3 ends

Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 24
Menifee Mayor and City Council
April 19, 2023
Page
353 of 538

Code Description Weight MSRP
I5I Electronic Vehicle Stability Control (EVSC) include ASR (Anti-Slip Regulation)

0.0 lbs. Inc.

Accessories
IX2 Rear body dome lamp switch 0.1 lbs. Inc.
8RP AM/FM/CD radio with Aux input/USB port and
Bluetooth RPO

0.0 lbs. Inc.

Totals
Base Price $66,100.00
Destination Charge $1,825.00
Material & Transportation Surcharge $2,475.00
DEF Fill Charge $10.00
Total Options Price $1,776.00
Tire Weight Tax $7.94
Total $72,193.94

Page 4 ends

Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 25
Menifee Mayor and City Council
April 19, 2023
Page
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MSRP
Base Price $66,100.00
Destination Charge $1,825.00
Material & Transportation Surcharge $2,475.00
DEF Fill Charge $10.00
Total Options $1,776.00
Subtotal $72,186.00
Subtotal Additional Equipment $0.00
16 foot insulated refrigerated Summit body with Thermo king reefer unit 520 with electric standby. 48 inch Maxon tuckunder liftgate $48,450.00 Subtotal Miscellaneous Equipment $48,450.00
Pre-Tax Subtotal $120,636.00
mkt surcharge $7,000.00
Subtotal Discount $7,000.00
Taxable Price $127,636.00
Sales Tax 8.75% $11,168.15
Tire Weight
Tax
$7.94
Subtotal Taxes $11,176.09
New Item $0.00
estimated license $1,488.00
Subtotal Post-Tax Adjustments $1,488.00
Less Post-tax Customer Discount $0.00
Subtotal Discount $0.00
Total Sales Price $140,300.09
Dealer Signature/Date Customer Signature/Date

FREEWAY ISUZU TRUCK
Mark Lund | 6027376150 | [email protected]
City of Menifee/MVcupboard #JALE5W169P7301346 (2023 NRR Cab Chassis, 3U3 150"WB, 127.5"CA, 19,500 GVWR. White, 30 Gallon Stainless Steel In-Rail Fuel Tank with power windows, power door locks and air conditioning
Quote Worksheet
Current report content is based on data as of 2023-03-15 11:17:48. Any performance-related calculations are offered solely as guidelines. Actual vehicle performance will depend on your operating conditions. All Information, specifications and pricing in this application are based on the latest information available. Isuzu Commercial Truck of America, Inc. reserves the right to discontinue or change, at any time, without prior notice, the pricing, specifications, options, materials, equipment, design and models.

Page 5 ends

Item Title: 10.16
Public Works Fiscal Year 2022/23 Vehicle Purchases
Item Page Number: 26
Menifee Mayor and City Council
April 19, 2023
Page
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CITY OF MENIFEE
SUBJECT: Fiscal Year 2022/2023 Developer Funded CEQA Consultant Update
MEETING DATE: April 19, 2023
TO: Mayor and City Council
PREPARED BY: Molly Binnall, Management Analyst
REVIEWED BY: Cheryl Kitzerow, Community Development Director APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Receive and file the quarterly update on executed CEQA consultant contracts for FY 2022/23.

DISCUSSION
At the City Council meeting held on June 1, 2022, Council adopted Resolution No. 22-1157 to adopt the annual budget for Fiscal Year (FY) 2022/2023, which included budget appropriations of $2,000,000 in expenditures and revenues, specific to the environmental consulting services for privately funded development projects as part of the California Environmental Quality Act (CEQA) process. On December 7, 2022, Council approved a Budget Amendment Resolution of an additional $2,500,000 in expenditures and revenues due to the anticipated high volume of development projects. Additionally, per Resolution No. 21-1073, the City Manager is authorized to execute all professional service agreements with approved environmental firms to CEQA consulting services. At the initial part of each individual project, a professional services agreement and developer reimbursement agreement is executed defining the scope of work, compensation amount, and required deposit payments from the developer.

It is important to note that all agreement costs for environmental consulting services related to private development are paid for through developer deposits, and that no agreements will be executed prior to receiving the appropriate deposit from the applicant.

A summary of the CEQA contracts that have been executed to date are attached to this report as previously requested by the City Council. A total of 19 contracts have been executed in FY 2022- 2023, for a cumulative value of $2.54 million.

Item Title: 10.17
Fiscal Year 2022/2023 Developer Funded CEQA Consultant Update Item Page Number: 1
Menifee Mayor and City Council
April 19, 2023
Page
356 of 538

City of Menifee Staff Report
FY 2022/2023 CEQA Consultant Update
April 19, 2023

Page 2 of 2 ends

1 3
0 3

STRATEGIC PLAN OBJECTIVE
Responsive and Transparent Community Government

FISCAL IMPACT
There is no fiscal impact for this item.

ATTACHMENTS

1. CEQA Contracts for FY 2022/2023
Item Title: 10.17
Fiscal Year 2022/2023 Developer Funded CEQA Consultant Update Item Page Number: 2
Menifee Mayor and City Council
April 19, 2023
Page
357 of 538

FY 2022-2023

PROJECT NAME PROJECT TYPE CONSULTANT

CONTRACT
TOTAL
Corsica Business Park Amendment to
IS/MND
Kimley-Horn and Associates,
Inc $44,545
Village @ Junipero Amendment to
IS/MND MIG/Hogle Ireland $16,500
United Carports warehouse IS/MND Matthew Fagan Consulting, Inc $55,650 Motte Business Center EIR Kimley-Horn and Associates,
Inc $416,325
Trumble Pit Restoration IS/MND Rincon Consultants, Inc $48,220 TTM 38346 condos IS/MND Michael Baker International $95,230 Panattoni amendment Amendment to EIR Kimley-Horn and Associates, Inc $142,975
Nova Battery Storage IS/MND Kimley-Horn and Associates, Inc $114,500
Menifee Valley SP Amendment to EIR LSA Associates, Inc $249,690 Villagio Apts IS/MND Matthew Fagan Consulting, Inc $61,450 Garbani South TR 37450 Amendment to
IS/MND Matthew Fagan Consulting, Inc $2,500
Cypress Sands Apts IS/MND Rincon Consultants, Inc $73,072 San Jacinto/McLaughlin warehouse EIR Dudek $296,030
ARES warehouse EIR EPD Solutions, Inc $336,168
Goetz & Ethanac Commercial
Center IS/MND MIG/Hogle Ireland $118,333
TTM 38346 condos Amendment to
IS/MND Michael Baker International $34,780
Compass Northern Gateway EIR Kimley-Horn and Associates, Inc $252,420
Mapes & Sherman warehouse Amendment to
IS/MND First Carbon Solutions $14,190
Freedom Business Park EIR LSA Associates, Inc $172,738
Total: $2,545,316
Item Title: 10.17
Fiscal Year 2022/2023 Developer Funded CEQA Consultant Update Item Page Number: 3
Menifee Mayor and City Council
April 19, 2023
Page
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CITY OF MENIFEE
SUBJECT: Ordinance Introduction and Formation of Community Facilities District Community Facilities District No. 2023-2, Cimarron Ridge (Facilities)
MEETING DATE: April 19, 2023
TO: Mayor and City Council
PREPARED BY: Margarita Cornejo, Deputy Finance Director REVIEWED BY: Regina Funderburk, Chief Financial Officer APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Adopt a resolution establishing Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee (CFD No. 2023-2 or CFD); and

2. Adopt a resolution determining the necessity to incur bonded indebtedness for CFD No. 2023- 2 (Cimarron Ridge) of the City of Menifee; and

3. Adopt a resolution certifying election result for CFD No. 2023-2 (Cimarron Ridge) of the City of Menifee; and

4. Introduce an ordinance authorizing the levy of special taxes within CFD No. 2023-2 (Cimarron Ridge) of the City of Menifee; and

5. Approve an Acquisition, Construction and Funding Agreement with Pulte Home Company.

DISCUSSION
The Finance Committee reviewed the proposed CFD No. 2023-2 and recommended submittal to the City Council for approval at the March 15, 2023, City Council meeting.

On March 15, 2023, the City Council adopted Resolution No. 23-1926 (the “Resolution of Intention”), declaring its intent to commence the formation of CFD No. 2023-2 and the designation of Improvement Area No. 1 and Improvement Area No. 2 therein. The next steps in the proceedings are to hold a public hearing on April 19, 2023, to conduct an election in each of Improvement Area No. 1 and Improvement Area No. 2 and to declare the results of those elections.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 1
Menifee Mayor and City Council
April 19, 2023
Page
359 of 538

City of Menifee Staff Report
Ordinance Introduction and Formation of CFD No. 2023-2, Cimarron Ridge (Facilities) April 19, 2023

Page 2 of 3 ends

1 5
1 3
The developer, Pulte Home Company, LLC, a Michigan limited liability company (“Pulte”), is proposing to develop a residential community of 756 homes on approximately 209 gross acres within the City. The property is located to the southwest of McLaughlin Road and Byers Road.

Pulte has requested that the City form CFD No. 2023-2 and Improvement Area No. 1 and Improvement Area No. 2 therein in accordance with the Mello-Roos Community Facilities Act of 1982, as amended, to finance the costs of certain public improvements through the levy of a special tax and the issuance of bonds in an amount not-to exceed $10,000,000 for Improvement Area No. 1 and $15,000,000 for Improvement Area No. 2 (for a total of $25,000,000).

Pulte requested that the boundaries of CFD No. 2023-2 include the area described in “Attachment A” of the Resolution of Intention (Resolution No. 23-1296) and within Appendix C: Boundary Map of the Public Hearing CFD Report (Attachment 5) and that special taxes be levied within the boundaries of Improvement Area No. 1 in accordance with the Rate and Method of Apportionment (the “Improvement Area No. 1 RMA”) as described in Attachment C to the Resolution of Intention and within the boundaries of Improvement Area No. 2 in accordance with the Rate and Method of Apportionment (the “Improvement Area No. 2 RMA” and together with the Improvement Area No. 1 RMA, the “RMAs” and each an “RMA”) as described in Attachment D to the Resolution of Intention (Resolution No. 23-1296), and which are included as appendices to the attached Public Hearing CFD Report (Attachment 5).

The Resolution of Intention called for a public hearing to be held on April 19, 2023, for the City Council to formally consider the approval of the formation of the CFD, the designation of Improvement Area No. 1 and Improvement Area No. 2 therein and the approval of the levy of the special taxes within each of Improvement Area No. 1 and Improvement Area No. 2. Notice of the public hearing was published in the Press Enterprise and mailed to Pulte in accordance with the Act.

In connection with the public hearing, Spicer Consulting Group has prepared a Public Hearing Report which describes and analyzes the facilities to be financed by the CFD and the estimated costs of such facilities. Following the close of the public hearing, the City Council will be asked to adopt the Resolution of Formation and the Resolution Determining the Necessity to Incur Debt which, together, approve the formation of the CFD, the designation of Improvement Area No. 1 and Improvement Area No. 2 therein, and the levy of the special taxes within each of Improvement Area No. 1 and Improvement Area No. 2 in accordance with the applicable RMA and determines the necessity for the CFD to issue bonds in an amount not-to-exceed $10,000,000 for Improvement Area No. 1 and $15,000,000 for Improvement Area No. 2. Such Resolutions call for elections to submit to the qualified voters in each of Improvement Area No. 1 and Improvement Area No. 2, ballot measures on the approval of the special taxes, the issuance of the bonds and an appropriations limit for the CFD.

In addition, the Resolution of Formation, approves the execution and delivery of the following agreements in the forms presented to the City Council: (i) the Acquisition, Construction and Funding Agreement with Pulte (the “Funding Agreement”); and (ii) the Joint Community Facilities Agreement with Pulte and Eastern Municipal Water District (“Joint Community Facilities Agreement”). The Funding Agreement sets forth the terms, among others, pursuant to which the CFD will finance improvements to be constructed by Pulte. In accordance with the Mello-Roos Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 2
Menifee Mayor and City Council
April 19, 2023
Page
360 of 538

City of Menifee Staff Report
Ordinance Introduction and Formation of CFD No. 2023-2, Cimarron Ridge (Facilities) April 19, 2023

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1 3
Act, the approval and execution of the Joint Community Facilities Agreement allows for the CFD to finance improvements to be owned and operated by Eastern Municipal Water District, which benefit the development within the CFD.

On file with the City Clerk are Certificates of the Registrar of Voters of Riverside County, attached for reference, certifying that there are no registered voters residing within the boundaries of the CFD. Accordingly, under the Mello-Roos Act, only landowners in each of Improvement Area No. 1 and Improvement Area No. 2 are eligible to vote at the election with each owner having one vote for each acre (or portion thereof) that they own within the applicable Improvement Area.

Pulte, as the sole landowner in each Improvement Area, has executed a consent and waiver of certain election procedures for the election within each Improvement Area, including certain timing requirements with respect to the election in accordance with the Mello-Roos Act. Accordingly, if the City Council approves the Resolution of Formation and the Resolution Determining the Necessity to Incur Debt, the City Clerk will conduct the elections. The City Clerk will announce the elections results and the City Council will be asked to adopt the Resolution Certifying the Election Results. Based on upon certification that two thirds of the votes cast are in favor of the propositions voted upon for an Improvement Area, the Resolution Certifying the Election Results directs the City Clerk to record a notice of special tax lien on the property within such Improvement Area. The City Council will then be asked to introduce the Ordinance authorizing the levy of the special tax within each Improvement Area in accordance with the applicable RMA.

STRATEGIC PLAN OBJECTIVE
Regular City Business

FISCAL IMPACT
The CFD will be required to annually levy special taxes on all of the taxable property within the CFD in order to pay for the costs of facilities, debt service on bonds and administration of the CFD. Any bonds issued by the CFD are not obligations of the City and will be secured solely by the special taxes levied in the applicable Improvement Area. Pulte has made a deposit to pay for the costs of forming the CFD. The Resolution of Intention, Section 13 approved a form of a Reimbursement Agreement to reimburse Pulte for these costs if and when bonds are issued for CFD.

ATTACHMENTS

1. Resolution Establishing CFD

2. Resolution of Intent to Incur Debt CFD No. 2023-2

3. Resolution Certifying Election Results

4. Ordinance - Authorizing the Levy of Special Taxes

5. Public Hearing CFD Report

6. Funding Agreement CFD No. 2023-2

7. Joint Community Facilities Agreement (EMWD)
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 3
Menifee Mayor and City Council
April 19, 2023
Page
361 of 538

4884-4230-8954v3/200299-0016
RESOLUTION NO. 23-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE ESTABLISHING COMMUNITY FACILITIES DISTRICT NO. 2023-2
(CIMARRON RIDGE) OF THE CITY OF MENIFEE AND IMPROVEMENT

AREAS THEREIN, AUTHORIZING THE LEVY OF A SPECIAL TAX THEREIN,

CALLING AN ELECTION WITHIN EACH IMPROVEMENT AREA AND

APPROVING AND AUTHORIZING CERTAIN ACTIONS RELATED THERETO WHEREAS, the City Council (the “City Council”) of the City of Menifee (the “City”) has heretofore adopted Resolution No. 23-1296 stating its intention to form Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee (“Community Facilities District No. 2023-2” or the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Act”) and to form two improvement areas within proposed Community Facilities District No. 2023-2 to be known as “Improvement Area No. 1 of Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee (“Improvement Area No. 1”) and “Improvement Area No. 2 of Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee” (“Improvement Area No. 2” and together with Improvement Area No. 1, the “Improvement Areas” and each individually an “Improvement Area”); and WHEREAS, a copy of Resolution No 23-1296 setting forth a description of the proposed boundaries of Community Facilities District No. 2023-2 and each of the Improvement Areas, the facilities and incidental expenses to be financed by the District and the rate and method of apportionment of the special tax proposed to be levied within each Improvement Area is on file with the City Clerk; and
WHEREAS, notice was published and mailed to all landowners of the land proposed to be included within the District as required by law relative to the intention of this City Council to form proposed Community Facilities District No. 2023-2 and the Improvement Areas and to levy a special tax (the “Special Tax”) within each Improvement Area and to incur bonded indebtedness in the maximum aggregate amount of up to $10,000,000 within proposed Improvement Area No. 1 and $15,000,000 within proposed Improvement Area No. 2 therein to finance the facilities and incidental expenses described in Resolution No. 23-1296; and WHEREAS, on April 19, 2023, this City Council conducted a noticed public hearing as required by law relative to the proposed formation of Community Facilities District No. 2023-2 and the Improvement Areas, the levy of the Special Tax within each Improvement Area and the issuance of bonded indebtedness by the District for each Improvement Area; and WHEREAS, at the April 19, 2023 public hearing there was filed with this City Council a report containing a description of the facilities necessary to meet the needs of the District and an estimate of the cost of such facilities as required by Section 53321.5 of the Act (the “Engineer’s Report”); and
WHEREAS, at the April 19, 2023 public hearing all persons desiring to be heard on all matters pertaining to the formation of Community Facilities District No. 2023-2 and the Improvement Areas, the levy of the Special Tax within each Improvement Area and the issuance of bonded indebtedness by the District for each of the Improvement Areas were heard and full and fair hearings were held; and
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 4
Menifee Mayor and City Council
April 19, 2023
Page
362 of 538

Resolution Establishing CFD No. 2023-2
2 4884-4230-8954v3/200299-0016
WHEREAS, following the public hearing, this City Council has determined to authorize the formation of the District to finance the types of facilities (the “Facilities”) and the incidental expenses (the “Incidental Expenses”) set forth in Attachment A hereto, which are described in more detail in the Engineer’s Report; and
WHEREAS, at the public hearing evidence was presented to this City Council on the matters before it, and the proposed Special Tax to be levied within each of the Improvement Areas was not precluded by a majority protest of the type described in Section 53324 of the Act, and this City Council at the conclusion of the hearing was fully advised as to all matters relating to the formation of the District and the Improvement Areas, the levy of the Special Tax and the issuance of bonded indebtedness within each of the Improvement Areas; and WHEREAS, this City Council has determined, based on a Certificate of Registrar of Voters of the County of Riverside on file in the office of the City Clerk, that no registered voters have been residing in the proposed boundaries of Community Facilities District No. 2023-2 for each of the 90 days prior to April 19, 2023 and that the qualified electors in Community Facilities District No. 2023-2 are the landowners within the District; and WHEREAS, on the basis of all of the foregoing, this City Council has determined to proceed with the establishment of Community Facilities District No. 2023-2 and the Improvement Areas and to call an election within each Improvement Area to authorize (i) the levy of a Special Tax within Improvement Area No. 1 pursuant to the rate and method of apportionment of the special tax, as set forth in Attachment C to Resolution No. 23-1296 (the “Improvement Area No. 1 Rate and Method”), (ii) the levy of a Special Tax within Improvement Area No. 2 pursuant to the rate and method of apportionment of the special tax, as set forth in Attachment D to Resolution No. 23-1296 (the “Improvement Area No. 2 Rate and Method”) (iii) the issuance of bonds within each of the Improvement Areas to finance the Facilities and Incidental Expenses, and (iv) the establishment of an appropriations limit for Community Facilities District No. 2023-2; and
WHEREAS, in order to facilitate the funding of the Facilities, the legislative body of the District desires to enter into an Acquisition, Construction and Funding Agreement (the “Agreement”) with Pulte Home Company, LLC, a Michigan limited liability company (the “Developer”) and the form of the Agreement is on file with the City Clerk; and WHEREAS, in connection with the proposed formation of the District, the City proposes to enter into a Joint Community Facilities Agreement (the “JCFA”) with Eastern Municipal Water District (the “Water District”) and the Developer, relating to certain facilities proposed to be financed by the District and owned and operated by the Water District and the form of the JCFA is on file with the City Clerk;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Menifee, California:

Section 1.Each of the above recitals is true and correct.

Section 2.A community facilities district to be designated “Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee” is hereby established pursuant to the Act and Improvement Area No. 1 and Improvement Area No. 2 are hereby designated within the District in accordance with 53350 of the Act. The City Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 5
Menifee Mayor and City Council
April 19, 2023
Page
363 of 538

Resolution Establishing CFD No. 2023-2
3 4884-4230-8954v3/200299-0016
Council hereby finds and determines that all prior proceedings taken with respect to the establishment of the District were valid and in conformity with the requirements of law, including the Act. This finding is made in accordance with the provisions of Section 53325.1(b) of the Act.

Section 3.The boundaries of Community Facilities District No. 2023-2 and each of the Improvement Areas are established as shown on the map designated “Proposed Boundary Map of Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee, County of Riverside, State of California”, which map is on file in the office of the City Clerk and was recorded pursuant to Sections 3111 and 3113 of the Streets and Highways Code in the County Book of Maps of Assessment and Community Facilities Districts in the Assessor-County Clerk- Recorder’s office of the County of Riverside in Book No. 90 Page Nos. 81-83 on March 22, 2023 as Instrument No. 2023-0081945.

Section 4.The types of Facilities and Incidental Expenses authorized to be provided for Community Facilities District No. 2023-2 are those set forth in Attachment A attached hereto. The estimated cost of the Facilities and Incidental Expenses to be financed is set forth in the Engineer’s Report, which estimates may change as the Facilities are designed and bid for construction and acquisition, as applicable.

The City is authorized by the Act to contribute revenue to, or to construct or acquire the Facilities, all in accordance with the Act. The City Council finds and determines that the proposed Facilities are necessary to meet the increased demand that will be placed upon local agencies and public infrastructure as a result of new development within the District and that the Facilities to be financed, including those to be financed pursuant to the JCFA to be entered into with the Water District, benefit residents of the City and the future residents of the District.

Section 5.Except where funds are otherwise available, it is the intention of this City Council, subject to the approval of the eligible voters within each Improvement Area, to levy annually a Special Tax at the rates set forth in the Improvement Area No. 1 Rate and Method and the Improvement Area No. 2 Rate and Method, on all non- exempt property within Improvement Area No. 1 and Improvement Area No. 2, respectively, sufficient to pay for (i) the Facilities, (ii) principal and interest and other periodic costs on the bonds proposed to be issued to finance the Facilities and Incidental Expenses to be financed by such Improvement Area, including the establishment and replenishment of reserve funds, any remarketing, credit enhancement and liquidity facility fees and other expenses of the type permitted by Section 53345.3 of the Act, and (iii) the Incidental Expenses. The District expects to incur, and in certain cases has already incurred, Incidental Expenses in connection with the creation of the District, the issuance of bonds, the levying and collecting of the Special Tax, the completion and inspection of the Facilities and the annual administration of the bonds and the District. The Improvement Area No. 1 Rate and Method is described in detail in Attachment C to Resolution No. 23-1296 and is incorporated herein by this reference, and the City Council hereby finds that the Improvement Area No. 1 Rate and Method contains sufficient detail to allow each landowner within Improvement Area No. 1 to estimate the maximum amount that may be levied against each parcel. The Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 6
Menifee Mayor and City Council
April 19, 2023
Page
364 of 538

Resolution Establishing CFD No. 2023-2
4 4884-4230-8954v3/200299-0016
Improvement Area No. 2 Rate and Method is described in detail in Attachment D to Resolution No. 23-1296 and is incorporated herein by this reference, and the City Council hereby finds that the Improvement Area No. 2 Rate and Method contains sufficient detail to allow each landowner within Improvement Area No. 2 to estimate the maximum amount that may be levied against each parcel. As described in greater detail in the Engineer’s Report, which is incorporated by reference herein, the Special Tax to be levied within an Improvement Area is based on the expected demand that each parcel of real property within the Improvement Area will place on the Facilities and on the benefit that each parcel will derive from the right to access the Facilities and, accordingly, is hereby determined to be reasonable. The Special Tax within the Improvement Areas shall be levied on each assessor’s parcel in accordance with the Improvement Area No. 1 Rate and Method and the Improvement Area No. 2 Rate and Method, as applicable, provided, however, that the Special Tax within the Improvement Areas shall not be levied after Fiscal Year 2069-70. The Special Tax is apportioned to each parcel within an Improvement Area on the foregoing bases pursuant to Section 53325.3 of the Act and such Special Tax is not on or based upon the ownership of real property or the assessed value of real property.

If Special Taxes of an Improvement Area are levied against any parcel used for private residential purposes, (i) the maximum Special Tax rate shall be specified as a dollar amount which shall be calculated and established not later than the date on which the parcel is first subject to the Special Tax because of its use for private residential purposes and shall not be increased over time except as authorized under the rate and method of apportionment of the Special Tax for such Improvement Area; (ii) the Special Tax within the Improvement Area shall not be levied after Fiscal Year 2069-70, and (iii) under no circumstances will the Special Tax levied in any fiscal year against any such parcel used for private residential uses be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within such Improvement Area by more than ten percent above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults.

The City Manager of the City of Menifee, or his or her designee, will be responsible for preparing annually, or authorizing a designee to prepare, a current roll of special tax levy obligations by assessor’s parcel number and will be responsible for estimating future special tax levies pursuant to Section 53340.2 of the Act.

Section 6.In the event that a portion of the property within Improvement Area No. 1 shall become for any reason exempt, wholly or partially, from the levy of the Special Tax specified in the Improvement Area No. 1 Rate and Method, or in the event of delinquencies in the payment of Special Taxes levied, the City Council shall, on behalf of Community Facilities District No. 2023-2, increase the levy to the extent necessary and permitted by law and these proceedings upon the remaining property within Improvement Area No. 1 which is not exempt or delinquent in order to yield the required debt service payments on any outstanding bonds of the District for Improvement Area No. 1, or to prevent the District from defaulting on any other of its obligations or liabilities payable from Improvement Area No. 1 special taxes; provided, however, under no circumstances will the Special Tax Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 7
Menifee Mayor and City Council
April 19, 2023
Page
365 of 538

Resolution Establishing CFD No. 2023-2
5 4884-4230-8954v3/200299-0016
levied against any parcel in Improvement Area No. 1 used for private residential uses be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within Improvement Area No. 1 by more than ten percent above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. The amount of the Special Tax for parcels within Improvement Area No. 1 will be set in accordance with the Improvement Area No. 1 Rate and Method. The obligation to pay Special Taxes may be prepaid only as set forth in Section G of the Improvement Area No. 1 Rate and Method.

In the event that a portion of the property within Improvement Area No. 2 shall become for any reason exempt, wholly or partially, from the levy of the Special Tax specified in the Improvement Area No. 2 Rate and Method, or in the event of delinquencies in the payment of Special Taxes levied, the City Council shall, on behalf of Community Facilities District No. 2023-2, increase the levy to the extent necessary and permitted by law and these proceedings upon the remaining property within Improvement Area No. 2 which is not exempt or delinquent in order to yield the required debt service payments on any outstanding bonds of the District for Improvement Area No. 2, or to prevent the District from defaulting on any other of its obligations or liabilities payable from Improvement Area No. 2 special taxes; provided, however, under no circumstances will the Special Tax levied against any parcel in Improvement Area No. 2 used for private residential uses be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within Improvement Area No. 2 by more than ten percent above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. The amount of the Special Tax for parcels within Improvement Area No. 2 will be set in accordance with the Improvement Area No. 2 Rate and Method. The obligation to pay Special Taxes may be prepaid only as set forth in Section G of the Improvement Area No. 2 Rate and Method.

Section 7.Upon recordation of a notice of special tax lien for an Improvement Area pursuant to Section 3114.5 of the Streets and Highways Code, a continuing lien to secure each levy of the Special Tax shall attach to all non-exempt real property in such Improvement Area and this lien shall continue in force and effect until the Special Tax obligation is prepaid and permanently satisfied and the lien canceled with respect to such Improvement Area in accordance with law or until collection of the Special Tax for such Improvement Area by the District ceases.

Section 8.Consistent with Section 53325.6 of the Act, the City Council finds and determines that the land within Community Facilities District No. 2023-2, if any, devoted primarily to agricultural, timber or livestock uses and being used for the commercial production of agricultural, timber or livestock products is contiguous to other land within Community Facilities District No. 2023-2 and will be benefited by the Facilities proposed to be provided within Community Facilities District No. 2023-2.

Section 9.It is hereby further determined that there is no ad valorem property tax currently being levied on property within proposed Community Facilities District No. 2023- 2 for the exclusive purpose of paying the principal of or interest on bonds or other Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 8
Menifee Mayor and City Council
April 19, 2023
Page
366 of 538

Resolution Establishing CFD No. 2023-2
6 4884-4230-8954v3/200299-0016
indebtedness incurred to finance the construction of capital facilities which provide the same services to the territory of Community Facilities District No. 2023-2 as are proposed to be provided by the Facilities to be financed by Community Facilities District No. 2023-2.

Section 10.Written protests against the establishment of the District and the designation of the Improvement Areas have not been filed by one-half or more of the registered voters within the boundaries of the District or either Improvement Area or by the property owners of one-half (1/2) or more of the area of land within the District or either Improvement Area. The City Council hereby finds that the proposed Special Tax has not been precluded by a majority protest pursuant to Section 53324 of the Act.

Section 11.An election is hereby called for Improvement Area No. 1 on the propositions of levying the Special Tax on the property within Improvement Area No. 1 and establishing an appropriations limit for the District pursuant to Section 53325.7 of the Act and shall be consolidated with the election on the proposition of incurring bonded indebtedness for Improvement Area No. 1, pursuant to Sections 53351 and 53353.5 of the Act. The language of the propositions to be placed on the ballot is attached hereto as Attachment B.

An election is hereby called for Improvement Area No. 2 on the propositions of levying the Special Tax on the property within Improvement Area No. 2 and establishing an appropriations limit for the District pursuant to Section 53325.7 of the Act and shall be consolidated with the election on the proposition of incurring bonded indebtedness for Improvement Area No. 2. Pursuant to Section 53351 and 53353.5 of the Act. The language of the propositions to be placed on the ballot is attached hereto as Attachment C.

Section 12.The date of the elections for each of the Improvement Areas on the propositions of incurring the bonded indebtedness, authorizing the levy of the Special Tax and establishing an appropriations limit for the District shall be April 19, 2023, or such later date as is consented to by the City Clerk or any Acting City Clerk (referred to herein as the “City Clerk”) of the City of Menifee; provided that, if the election is to take place sooner than 90 days after April 19, 2023, then the unanimous written consent of each qualified elector within such Improvement Area to such election date must be obtained. The polls shall be open for said election immediately following the close of the public hearing on April 19, 2023. The election shall be conducted by the City Clerk. Except as otherwise provided by the Act, the election shall be conducted in accordance with the provisions of law regulating elections of the City of Menifee insofar as such provisions are determined by the City Clerk to be applicable. The City Clerk is authorized to conduct the election following the adoption of this resolution, and all ballots shall be received by, and the City Clerk shall close the election by, 11:00 p.m. on the election day; provided the election shall be closed at such earlier time as all qualified electors have voted as provided in Section 53326(d) of the Act.

Pursuant to Section 53326 of the Act, the ballots for the special election shall be distributed in person or by mail with return postage prepaid, to the qualified electors within each of the Improvement Areas. The City Clerk has secured certificates from the Registrar of Voters of the County of Riverside certifying that Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 9
Menifee Mayor and City Council
April 19, 2023
Page
367 of 538

Resolution Establishing CFD No. 2023-2
7 4884-4230-8954v3/200299-0016
there were no registered voters within the District as of the date of such certificate. Accordingly, since there were fewer than 12 registered voters within the District for each of the 90 days preceding April 19, 2023, the qualified electors shall be the landowners within each of the Improvement Areas and each landowner, or the authorized representative thereof, shall have one vote for each acre or portion thereof that such landowner owns within the respective Improvement Area, as provided in Section 53326 of the Act. The sole landowner within Improvement Area No. 1 has executed and delivered a waiver of certain election law requirements and consenting to the holding of the election on April 19, 2023, which waiver is on file with the City Clerk. The sole landowner within Improvement Area No. 2 has executed and delivered a waiver of certain election law requirements and consenting to the holding of the election on April 19, 2023, which waiver is on file with the City Clerk.

Section 13.The preparation of the Engineer’s Report is hereby ratified. The Engineer’s Report, as submitted, is hereby approved and was made a part of the record of the public hearing regarding the formation of Community Facilities District No. 2023-2. The Engineer’s Report is ordered to be kept on file with the transcript of these proceedings and open for public inspection.

Section 14.The District may accept advances of funds or work-in-kind from any source, including, but not limited to, private persons or private entities, for any authorized purpose, including, but not limited to, paying any cost incurred in creating Community Facilities District No. 2023-2. The District may enter into an agreement with the person or entity advancing the funds or work-in-kind, to repay all or a portion of the funds advanced, or to reimburse the person or entity for the value, or cost, whichever is less, of the work-in-kind, as determined by the City Council, with or without interest.

Section 15.The form of the Agreement on file with the City Clerk is approved as to form, and each of the City Manager, the Assistant City Manager, and their written designees, is authorized to execute the Agreement in substantially the form on file with the City Clerk, together with such changes as are approved by the officer executing the same, with the approval of such changes to be conclusively evidenced by the execution and delivery thereof. Notwithstanding City Policy No. FN-09, the City Council hereby waives the requirement for the approval of the Agreement prior to the adoption of the resolution of intention to establish the District. The City Council hereby finds that such waiver is reasonable given that the projects as listed in the Agreement are expected to provide public benefits to the future residents in the District.

Section 16.The form of the JCFA on file with the City Clerk is approved as to form, and each of the City Manager, the Assistant City Manager, and their written designees, is authorized to execute the JCFA in substantially the form on file with the City Clerk, together with such changes as are approved by the officer executing the same, with the approval of such changes to be conclusively evidenced by the execution and delivery thereof.

Section 17.This Resolution shall be effective upon its adoption.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 10
Menifee Mayor and City Council
April 19, 2023
Page
368 of 538

Resolution Establishing CFD No. 2023-2
8 4884-4230-8954v3/200299-0016
PASSED, APPROVED AND ADOPTED this the 19th day of April, 2023. ___________________________
Bill Zimmerman, Mayor
Attest:
___________________________
A. Kay Vinson, Acting City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 11
Menifee Mayor and City Council
April 19, 2023
Page
369 of 538

A-1
4884-4230-8954v3/200299-0016

ATTACHMENT A
Types of Facilities To Be
Financed By Community
Facilities District No. 2023-2
The proposed types of public facilities and expenses to be financed by the District include:

The construction, purchase, modification, rehabilitation, expansion and/or improvement of (i) drainage, library, park, roadway, traffic, administration and general government facilities, animal shelter facilities, fire and safety, and other public facilities of the City, including the foregoing public facilities which are included in the City’s fee programs with respect to such facilities and authorized to be financed under the Mello-Roos Community Facilities Act of 1982, as amended (the “City Facilities”); (ii) water and sewer facilities including the acquisition of capacity in the sewer system and/or water system of the Eastern Municipal Water District which are included in Eastern Municipal Water District’s water and sewer capacity and connection fee programs (the “Water District Facilities”); and (iii) interim and permanent school facilities of Menifee Union School District, Romoland School District and Perris Union High School District, including classrooms, multi-purpose facilities, administration and auxiliary space at school facilities, athletic fields, playgrounds and recreational facilities and improvements thereto, landscaping, access roadways, drainage, sidewalks and gutters and utility lines, furniture, equipment and technology, including technology upgrades and mobile devices and infrastructure therefore, with a useful life of at least five (5) years at such school facilities (the “School Facilities” and together, with the City Facilities and the Water Facilities, the “Facilities”), and all appurtenances and appurtenant work in connection with the foregoing Facilities, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision for such Facilities, and to finance the incidental expenses to be incurred, including:
a. The cost of engineering, planning and designing the Facilities; b. All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and
c. Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities.

Capitalized terms used and not defined herein shall have the meaning set forth in the Rate and Method of Apportionment of Special Taxes for the District.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 12
Menifee Mayor and City Council
April 19, 2023
Page
370 of 538

B-1
4884-4230-8954v3/200299-0016

ATTACHMENT B

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE)

OF THE CITY OF MENIFEE
IMPROVEMENT AREA NO. 1

SPECIAL TAX AND SPECIAL BOND ELECTION
April 19, 2023
PROPOSITION A: Shall Community Facilities District
No. 2023-2 (Cimarron Ridge) of the City of Menifee (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $10,000,000 for
Improvement Area No. 1 therein (the “Improvement
Area”) with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the
Facilities and the Incidental Expenses described in
Resolution No. 23-1296 of the City Council of the City of Menifee?
PROPOSITION B: Shall a special tax with a rate and
method of apportionment for the Improvement Area as
provided in Resolution No. 23-1296 of the City Council of the City of Menifee be levied to pay for the Facilities, Incidental Expenses and other purposes described in
Resolution No. 23-1296, including the payment of the
principal of and interest on bonds issued by the District for the Improvement Area to finance the Facilities and
Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION C: For each year commencing with
Fiscal Year 2023-2024, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, for Community Facilities
District No. 2023-2 be an amount equal to $7,500,000?
YES______
NO_______
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 13
Menifee Mayor and City Council
April 19, 2023
Page
371 of 538

C-1
4884-4230-8954v3/200299-0016

ATTACHMENT C

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE)

OF THE CITY OF MENIFEE
IMPROVEMENT AREA NO. 2

SPECIAL TAX AND SPECIAL BOND ELECTION
April 19, 2023
PROPOSITION D: Shall Community Facilities District
No. 2023-2 (Cimarron Ridge) of the City of Menifee (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $15,000,000 for
Improvement Area No. 2 therein (the “Improvement
Area”) with interest at a rate or rates not to exceed the maximum interest rate permitted by law, to finance the
Facilities and the Incidental Expenses described in
Resolution No. 23-1296 of the City Council of the City of Menifee?
PROPOSITION E: Shall a special tax with a rate and
method of apportionment for the Improvement Area as
provided in Resolution No. 23-1296 of the City Council of the City of Menifee be levied to pay for the Facilities, Incidental Expenses and other purposes described in
Resolution No. 23-1296, including the payment of the
principal of and interest on bonds issued by the District for the Improvement Area to finance the Facilities and
Incidental Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION F: For each year commencing with
Fiscal Year 2023-2024, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, for Community Facilities
District No. 2023-2 be an amount equal to $7,500,000?
YES______
NO_______
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 14
Menifee Mayor and City Council
April 19, 2023
Page
372 of 538

4866-5796-0538v3/200299-0016
RESOLUTION NO. 23- ___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE) OF THE CITY OF MENIFEE DETERMINING THE

NECESSITY TO INCUR BONDED INDEBTEDNESS WITHIN IMPROVEMENT AREA NOS. 1 AND 2 OF COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE) OF THE CITY OF MENIFEE IN AN AMOUNT NOT TO EXCEED $10,000,000 WITHIN IMPROVEMENT AREA NO. 1 AND $15,000,000 WITHIN IMPROVEMENT AREA NO. 2, AND CALLING ELECTIONS THEREIN WHEREAS, on March 15, 2023, the City Council of the City of Menifee (the “City Council”) adopted Resolution No. 23-1296 stating its intention to form Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee (“Community Facilities District No. 2023-2” or the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”) and to form two improvement areas within proposed Community Facilities District No. 2023-2 to be known as “Improvement Area No. 1 of Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee” (“Improvement Area No. 1”) and “Improvement Area No. 2 of Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee” (“Improvement Area No. 2” and together with Improvement Area No. 1, the “Improvement Areas” and each individually an “Improvement Area”); and WHEREAS, on March 15, 2023, the City Council also adopted Resolution No. 23-1297 stating its intention to incur bonded indebtedness in the amount of up to $10,000,000 within proposed Improvement Area No. 1 and $15,000,000 within proposed Improvement Area No. 2 to finance (1) the purchase, construction, modification, expansion, improvement and/or rehabilitation of public facilities identified in Attachment B to Resolution No. 23-1296, and (2) the incidental expenses to be incurred in financing such public facilities and services and forming and administering the District, as identified in Attachment B to Resolution No. 23-1296; and WHEREAS, notice was published as required by law relative to the intention of the City Council to form proposed Community Facilities District No. 2023-2, to designate the Improvement Areas and to incur bonded indebtedness in the amount of up to $10,000,000 within the boundaries of proposed Improvement Area No. 1 and $15,000,000 within the boundaries of proposed Improvement Area No. 2; and
WHEREAS, on April 19, 2023, this City Council conducted a noticed public hearing to determine whether it should proceed with the formation of Community Facilities District No. 2023-2 and the designation of the Improvement Areas, issue bonds within the Improvement Areas to pay for the facilities and incidental expenses described in Resolution No. 23-1296 and authorize a rate and method of apportionment of a special tax for each of the Improvement Areas to be levied within such Improvement Areas for the purposes described in Resolution No. 23-1296; and
WHEREAS, at said hearing all persons desiring to be heard on all matters pertaining to the formation of Community Facilities District No. 2023-2, the designation of the Improvement Areas, the levy of a special tax and the issuance of bonds with respect to each Improvement Area to pay for the cost of the proposed facilities and incidental expenses were heard and a full and fair hearing was held; and
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 15
Menifee Mayor and City Council
April 19, 2023
Page
373 of 538

Resolution Determining Necessity to Incur Bonded Indebtedness for CFD No. 2023-2 2 4866-5796-0538v3/200299-0016
WHEREAS, the City Council subsequent to such hearing adopted Resolution No. 23- ___ establishing Community Facilities District No. 2023-2 (the “Resolution of Formation”), designating the Improvement Areas and authorizing the financing of the public facilities (the “Facilities”) and the incidental expenses (the “Incidental Expenses”) described in Attachment A thereto; and
WHEREAS, the City Council desires to make the necessary findings to incur bonded indebtedness within each of the Improvement Areas, to declare the purpose for said debt, and to authorize the submittal of a proposition to issue bonded indebtedness to the voters of each of the Improvement Areas, being the landowners therein, all as authorized and required by law; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Menifee, California:

Section 1.It is necessary to incur bonded indebtedness in one or more series in a maximum aggregate principal amount not to exceed $10,000,000 within Improvement Area No. 1 and $15,000,000 within Improvement Area No. 2.

Section 2.The indebtedness is to be incurred for the purpose of financing the costs of purchasing, constructing, modifying, expanding, improving, and/or rehabilitating the Facilities and financing the Incidental Expenses, as described in the Resolution of Formation, and carrying out the powers and purposes of Community Facilities District No. 2023-2, including, but not limited to, financing the costs of selling the bonds, establishing and replenishing bond reserve funds and paying remarketing, credit enhancement and liquidity facility fees and other expenses of the type authorized by Section 53345.3 of the Act.

Section 3.The whole of the property within Improvement Area No. 1, other than property exempted from the special tax pursuant to the provisions of the rate and method of apportionment attached to Resolution No. 23-1296 as Attachment C, shall pay for the bonded indebtedness issued by the District for Improvement Area No. 1 pursuant to the levy of the special tax for Improvement Area No. 1 authorized by the Resolution of Formation.

The whole of the property within Improvement Area No. 2, other than property exempted from the special tax pursuant to the provisions of the rate and method of apportionment attached to Resolution No. 23-1296 as Attachment D, shall pay for the bonded indebtedness issued by the District for Improvement Area No. 2 pursuant to the levy of the special tax for Improvement Area No. 2 authorized by the Resolution of Formation.

Section 4.The maximum term of any series of bonds to be issued to finance Facilities shall in no event exceed thirty-five (35) years from the date of issuance of the bonds, or such longer term as is then permitted by law.

Section 5.The bonds shall bear interest at the rate or rates not to exceed the maximum interest rate permitted by law, payable annually or semiannually, or in part annually and in part semiannually, except the first interest payment may be for a period of less than six months, with the actual rate or rates and times of payment to be determined at the time or times of sale thereof.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 16
Menifee Mayor and City Council
April 19, 2023
Page
374 of 538

Resolution Determining Necessity to Incur Bonded Indebtedness for CFD No. 2023-2 3 4866-5796-0538v3/200299-0016
Section 6.The bonds may bear a variable or fixed interest rate, provided that such variable rate or fixed rate shall not exceed the maximum rate permitted by Section 53531 of the Act, or any other applicable provision of law limiting the maximum interest rate on the bonds.

Section 7.Pursuant to Section 53351 of the Act, a special election is hereby called for Improvement Area No. 1 on the proposition of incurring the bonded indebtedness. The proposition relative to incurring bonded indebtedness in the maximum aggregate principal amount of $10,000,000 shall be in the form of Proposition A set forth in Attachment A hereto. In accordance with Sections 53351(h) and 53353.5 of the Act, the election shall be consolidated with the special election called on the proposition of levying a special tax within Improvement Area No. 1 as described in the Resolution of Formation, which proposition shall be in the form of Proposition B set forth in Attachment A, and on the proposition of establishing an appropriations limit for the District, which proposition shall be in the form of Proposition C set forth in Attachment A.

Pursuant to Section 53351 of the Act, a special election is hereby called for Improvement Area No. 2 on the proposition of incurring the bonded indebtedness therein. The proposition relative to incurring bonded indebtedness in the maximum aggregate principal amount of $15,000,000 shall be in the form of Proposition D set forth in Attachment B hereto. In accordance with Section 53351(h) and 53353.5 of the Act, the election shall be consolidated with the special election called on the proposition of levying a special tax within Improvement Area No. 2 as described in the Resolution of Formation, which proposition shall be in the form of Proposition E set forth in Attachment B, and on the proposition of establishing an appropriations limit for the District, which proposition shall be in the form of Proposition F set forth in Attachment B.

Section 8.The date of the special elections for the Improvement Areas on the propositions of incurring the bonded indebtedness, authorizing the levy of the special tax and setting an appropriations limit shall be April 19, 2023, or such later date as is consented to by the City Clerk, or any Acting City Clerk of the City (referred to herein as the “City Clerk”); provided that, if the election for an Improvement Area is to take place sooner than 90 days after April 19, 2023, then the unanimous written consent of each qualified elector within such Improvement Area to such election date must be obtained. The polls shall be open for said election immediately following the public hearing on April 19, 2023. The election shall be conducted by the City Clerk. Except as otherwise provided by the Act, the election shall be conducted in accordance with the provisions of law regulating elections of the City of Menifee insofar as such provisions are determined by the City Clerk to be applicable. The City Clerk is authorized to conduct the election following the adoption of the Resolution of Formation, and this resolution and all ballots shall be received by and the City Clerk shall close the election by 11:00 p.m. on the election day; provided the election shall be closed at such earlier time as all qualified electors have voted as provided in Section 53326(d) of the Act. Pursuant to Section 53326 of the Act, the ballots for the special elections shall be distributed in person, or by mail with return postage prepaid, to the qualified electors within each of the Improvement Areas. The City Clerk has secured a certificate of the Registrar of Voters of the County of Riverside certifying that there were no registered voters within the District as of the date of Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 17
Menifee Mayor and City Council
April 19, 2023
Page
375 of 538

Resolution Determining Necessity to Incur Bonded Indebtedness for CFD No. 2023-2 4 4866-5796-0538v3/200299-0016
such certificate. Accordingly, since there were fewer than 12 registered voters within the District for each of the 90 days preceding April 19, 2023, the qualified electors shall be the landowners within each of the Improvement Areas and each landowner, or the authorized representative thereof, shall have one vote for each acre or portion thereof that such landowner owns within the respective Improvement Areas, as provided in Section 53326 of the Act. The sole landowner within Improvement Area No. 1 has executed and delivered a waiver of certain election law requirements and consenting to the holding of the election on April 19, 2023, which waiver is on file with the City Clerk. The sole landowner within Improvement Area No. 2 has executed and delivered a waiver of certain election law requirements and consenting to the holding of the election on April 19, 2023, which waiver is on file with the City Clerk.

Section 9.This Resolution shall be effective upon its adoption.

PASSED, APPROVED AND ADOPTED this the 19th day of April, 2023. ___________________________
Bill Zimmerman, Mayor
Attest:
___________________________
A. Kay Vinson, Acting City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 18
Menifee Mayor and City Council
April 19, 2023
Page
376 of 538

A-1
4866-5796-0538v3/200299-0016

ATTACHMENT A

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2023-2
(CIMARRON RIDGE) OF THE CITY OF MENIFEE
IMPROVEMENT AREA NO. 1

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 19
Menifee Mayor and City Council
April 19, 2023
Page
377 of 538

B-1
4866-5796-0538v3/200299-0016

ATTACHMENT B

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2023-2
(CIMARRON RIDGE) OF THE CITY OF MENIFEE
IMPROVEMENT AREA NO. 2

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 20
Menifee Mayor and City Council
April 19, 2023
Page
378 of 538

4894-8013-7306v3/200299-0016
RESOLUTION NO. 23-___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE,

CALIFORNIA ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE) OF

THE CITY OF MENIFEE CERTIFYING ELECTION RESULTS
WHEREAS, the City Council of the City of Menifee called and duly held elections on April 19, 2023 within the boundaries of Improvement Area No. 1 (“Improvement Area No. 1”) and within the boundaries of Improvement Area No. 2 (“Improvement Area No. 2”) of Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee (“Community Facilities District No. 2023-2” or the “District”) pursuant to Resolution Nos. 2023-__ and 2023-__ for the purpose of presenting to the qualified electors within Improvement Area No. 1, Propositions A, B and C, attached hereto as Attachment A, and to the qualified electors within Improvement Area No. 2, Propositions D, E and F, attached hereto as Attachment B; and WHEREAS, there has been presented to this City Council a certificate of the City Clerk or Acting City Clerk (referred to herein as the “City Clerk”) canvassing the results of the election within Improvement Area No. 1 and the results of the election within Improvement Area No. 2, copies of which are attached hereto as Attachment C;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Menifee, California:

Section 1.Each of the above recitals is true and correct and is adopted by the legislative body of the District.

Section 2.Propositions A, B and C set forth in Attachment A hereto presented to the qualified electors of Improvement Area No. 1 on April 19, 2023, were approved by more than two-thirds of the votes cast at said election and Propositions A, B and C each has carried. The City Council, acting as the legislative body of the District, is hereby authorized to levy on the land within Improvement Area No. 1 the special tax described in Proposition B set forth in Attachment A hereto for the purposes described therein and to take the necessary steps to levy the special tax authorized by Proposition B and to issue bonds in an amount not to exceed $10,000,000 specified in Proposition A set forth in Attachment A hereto.

Section 3.Propositions D, E and F set forth in Attachment B hereto presented to the qualified electors of Improvement Area No. 2 on April 19, 2023, were approved by more than two-thirds of the votes cast at said election and Propositions D, E and F each has carried. The City Council, acting as the legislative body of the District, is hereby authorized to levy on the land within Improvement Area No. 2 the special tax described in Proposition E set forth in Attachment B hereto for the purposes described therein and to take the necessary steps to levy the special tax authorized by Proposition E and to issue bonds in an amount not to exceed $15,000,000 specified in Proposition D set forth in Attachment B hereto.

Section 4.The City Clerk is hereby directed to record in the Assessor-County Clerk- Recorder’s office of the County of Riverside within fifteen days of the date hereof a notice of special tax lien with respect to Improvement Area No. 1 and a notice of special tax lien with respect to Improvement Area No. 2, which Bond Counsel Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 21
Menifee Mayor and City Council
April 19, 2023
Page
379 of 538

Resolution Certifying Election Results for CFD No. 2023-2 2 4894-8013-7306v3/200299-0016
to the District shall prepare in the form required by Streets and Highways Code Section 3114.5.

Section 5.This Resolution shall be effective upon its adoption.

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 22
Menifee Mayor and City Council
April 19, 2023
Page
380 of 538

A-1
4894-8013-7306v3/200299-0016

ATTACHMENT A

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE)

OF THE CITY OF MENIFEE
IMPROVEMENT AREA NO. 1

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 23
Menifee Mayor and City Council
April 19, 2023
Page
381 of 538

B-1
4894-8013-7306v3/200299-0016

ATTACHMENT B

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE)

OF THE CITY OF MENIFEE
IMPROVEMENT AREA NO. 2

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 24
Menifee Mayor and City Council
April 19, 2023
Page
382 of 538

C-1
4894-8013-7306v3/200299-0016

ATTACHMENT C

CERTIFICATE OF CITY CLERK

AS TO THE RESULTS OF THE CANVASS OF THE ELECTION RETURNS I, A. Kay Vinson, Acting City Clerk of the City of Menifee, do hereby certify that I have examined the returns of the Special Tax and Bond Election for Improvement Area No. 1 of Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee (the “City”).

The election was held in the City Council Chambers, 29844 Haun Road, Menifee, California, on April 19, 2023. I caused to be delivered ballots to each qualified elector. ___ (_) ballots were returned.

I further certify that the results of said election and the number of votes cast for and against Propositions A, B and C for Improvement Area No. 1 are as follows:

PROPOSITION A PROPOSITION B PROPOSITION C
YES: YES: YES:

NO: NO: NO:

TOTAL: TOTAL: TOTAL:

I further certify that I have examined the returns of the Special Tax and Bond Election for Improvement Area No. 2 of Community Facilities District No. 2023-2 (Cimarron Ridge) of the City. The election was held in the City Council Chambers, 29844 Haun Road, Menifee, California, on April 19, 2023. I caused to be delivered ballots to each qualified elector. ___ (_) ballots were returned.

I further certify that the results of said election and the number of votes cast for and against Propositions D, E and F for Improvement Area No. 2 are as follows:

PROPOSITION D PROPOSITION E PROPOSITION F
YES: YES: YES:

NO: NO: NO:

TOTAL: TOTAL: TOTAL:

Dated this 19th day of April, 2023.

A. Kay Vinson
Acting City Clerk
City of Menifee
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 25
Menifee Mayor and City Council
April 19, 2023
Page
383 of 538

4879-4240-0602v3/200299-0016
ORDINANCE NO. 23-___

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MENIFEE,

CALIFORNIA ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE) OF

THE CITY OF MENIFEE AUTHORIZING THE LEVY OF SPECIAL TAXES WITHIN IMPROVEMENT AREA NO. 1 AND IMPROVEMENT AREA NO. 2 WHEREAS, on March 15, 2023, the City Council (the “City Council”) of the City of Menifee (the “City”) adopted Resolution No. 23-1296 declaring its intention to form Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee (the “District”) and Improvement Area No. 1 (“Improvement Area No. 1”) and Improvement Area No. 2 (“Improvement Area No. 2” and together with Improvement Area No. 1, the “Improvement Areas” and each an “Improvement Area”) therein pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, comprising Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Act”), and its Resolution No. 23-1297 declaring its intention to incur bonded indebtedness for each of Improvement Area No. 1 and Improvement Area No. 2; and
WHEREAS, on April 19, 2023, after providing all notice required by the Act, the City Council conducted a noticed public hearing required by the Act relative to the proposed formation of the District, the designation of the Improvement Areas, the proposed levy of a special tax therein to finance certain public facilities described in Resolution No. 23-1296 and to secure the payment of any bonded indebtedness of the District for the Improvement Areas, and the proposed issuance of up to $10,000,000 of bonded indebtedness for Improvement Area No. 1 and up to $15,000,000 of bonded indebtedness for Improvement Area No. 2, as described in Resolution No. 23-1297; and
WHEREAS, at the April 19, 2023 public hearing, all persons desiring to be heard on all matters pertaining to the formation of the District, the designation of the Improvement Areas and the proposed levy of the special tax to finance the facilities described in Resolution No. 23-1296 and to secure the payment of up to $10,000,000 of bonded indebtedness for Improvement Area No. 1 and of up to $15,000,000 of bonded indebtedness for Improvement Area No. 2 as described in Resolution No. 23-1297 (together, the “Bonds”) were heard and a full and fair hearing was held; and
WHEREAS, on April 19, 2023, the City Council adopted Resolution Nos. 2023-___ and 2023-___ which formed the District, designated the Improvement Areas and called a special election within each of Improvement Area No. 1 and Improvement Area No. 2 on April 19, 2023 in each case on three propositions relating to the levy of a special tax within each Improvement Area, the issuance of the Bonds by the District for each Improvement Area and the establishment of an appropriations limit within the District; and WHEREAS, on April 19, 2023, a special election was held within Improvement Area No. 1 at which the qualified electors therein approved by more than a two-thirds vote Propositions A, B and C set forth in Attachment B to Resolution No. 2023-___ authorizing the levy of a special tax within Improvement Area No. 1 for the purposes described in Resolution No. 23-__, the issuance of the Bonds for Improvement Area No. 1 as described in Resolution No. 23-__ and establishing an appropriations limit for the District; and Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 26
Menifee Mayor and City Council
April 19, 2023
Page
384 of 538

Ordinance Levying Special Taxes for CFD No. 2023-2
Ordinance No. 2023-___
2 4879-4240-0602v3/200299-0016
WHEREAS, on April 19, 2023, a special election was held within Improvement Area No. 2 at which the qualified electors therein approved by more than a two-thirds vote Propositions D, E and F set forth in Attachment C to Resolution No. 2023-___ authorizing the levy of a special tax within Improvement Area No. 2 for the purposes described in Resolution No. 23-__, the issuance of the Bonds for Improvement Area No. 2 as described in Resolution No. 23-__ and establishing an appropriations limit for the District; and NOW, THEREFORE, the City Council of the City of Menifee, California does ordain as follows:

Section 1.The above recitals are all true and correct.

Section 2.By the passage of this Ordinance, the City Council authorizes and levies special taxes within Improvement Area No. 1 and Improvement Area No. 2 pursuant to Sections 53328 and 53340 of the Act at the rates and in accordance with the rate and method of apportionment set forth in Attachment C to Resolution No. 23-1296 as to Improvement Area No. 1 and the rate and method of apportionment set forth in Attachment D to Resolution No. 23- 1296 as to Improvement Area No. 2, which are incorporated by reference herein (each a “Rate and Method”). The special taxes are hereby levied commencing in the fiscal year specified in the Rate and Method for such Improvement Area and in each fiscal year thereafter until payment in full of the Bonds issued by the District for such Improvement Area (including any bonds issued to refund the Bonds), payment of all costs of the public facilities and services authorized to be financed by the District for such Improvement Area, and payment of all costs of administering the District allocable to such Improvement Area.

Section 3.Each of the Mayor, the City Manager, the Assistant City Manager, or their written designees (each, an “Authorized Officer”), acting alone, is hereby authorized and directed each fiscal year to determine the specific special tax rates and amounts to be levied in such fiscal year on each parcel of real property within Improvement Area No. 1 and Improvement Area No. 2, in the manner and as provided in the Rate and Method applicable to such Improvement Area. The special tax rate levied on a parcel pursuant to each Rate and Method shall not exceed the maximum rate set forth in the Rate and Method for such parcel, but the special tax may be levied at a lower rate. Each Authorized Officer is hereby authorized and directed to provide all necessary information to the Treasurer-Tax Collector of the County of Riverside and to otherwise take all actions necessary in order to effect proper billing and collection of the special tax within each Improvement Area, so that the special tax shall be levied and collected in sufficient amounts and at times necessary to satisfy the financial obligations of the District for such Improvement Area in each fiscal year, and with respect to Special Tax, until the Bonds issued by the District for such Improvement Area are paid in full, the facilities financed for such Improvement Area have been paid for, and provision has been made for payment of all of the administrative costs of the District.

Section 4.Properties or entities of the state, federal or other local governments shall be exempt from the special tax for each Improvement Area, except as otherwise provided in Sections 53317.3 and 53317.5 of the Act and Section F of each Rate and Method. No other properties or entities within each of the Improvement Areas are exempt from the special tax unless the properties or entities are expressly exempted in Resolution No. 2023-___ or in a resolution of consideration to levy a new special tax or special taxes or to alter the applicable Rate and Method or an existing special tax as provided in Section 53334 of the Act.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 27
Menifee Mayor and City Council
April 19, 2023
Page
385 of 538

Ordinance Levying Special Taxes for CFD No. 2023-2
Ordinance No. 2023-___
3 4879-4240-0602v3/200299-0016
Section 5.All of the collections of the special tax within each Improvement Area shall be used as provided for in the Act, the Rate and Method for such Improvement Area and Resolution No. 2023-___.

Section 6.The special tax within each Improvement Area shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ad valorem taxes (which such procedures include the exercise of all rights and remedies permitted by law to make corrections, including, but not limited to, the issuance of amended or supplemental tax bills), as such procedure may be modified by law or by this City Council from time to time.

Section 7.As a cumulative remedy, if any amount levied as a special tax for payment of the interest or principal of the Bonds issued by the District for an Improvement Area (including any bonds issued to refund such Bonds), together with any penalties and other charges accruing under this Ordinance, are not paid when due, the City Council may, not later than four years after the due date of the last installment of principal on such Bonds (including any bonds issued to refund such Bonds), order that the same be collected by an action brought in the superior court to foreclose the lien of such special tax within the applicable Improvement Area, as authorized by the Act.

Section 8.The Mayor of the City shall sign this Ordinance and the City Clerk or any Acting City Clerk (referred to herein as the “City Clerk”) shall attest to the Mayor’s signature and then cause the same to be published within fifteen (15) days after its passage at least once in The Press Enterprise, a newspaper of general circulation published and circulated in the City of Menifee.

Section 9.The specific authorization for adoption of this Ordinance is pursuant to the provisions of Section 53340 of the Act.

Section 10.The City Clerk is hereby authorized to transmit a certified copy of this ordinance to the Treasurer-Tax Collector of the County of Riverside, and to perform all other acts which are required by the Act, this Ordinance or by law in order to accomplish the purpose of this Ordinance.

Section 11.A full reading of this Ordinance is dispensed with prior to its final passage, a written or printed copy having been available to the City Council and the public a day prior to its final passage.

Section 12.This Ordinance shall take effect thirty days after its final passage.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 28
Menifee Mayor and City Council
April 19, 2023
Page
386 of 538

Ordinance Levying Special Taxes for CFD No. 2023-2
Ordinance No. 2023-___
4 4879-4240-0602v3/200299-0016
This Ordinance was introduced and read on the _____ day of ____, 2023 and APPROVED AND ADOPTED this ___ day of ____________, 2023.
___________________________
Bill Zimmerman, Mayor
Attest:
___________________________
A. Kay Vinson, Acting City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 29
Menifee Mayor and City Council
April 19, 2023
Page
387 of 538

C I T Y O F M E N I F E E
Public Hearing Report
COMMUNITY FACILITIES DISTRICT NO. 2023-2
(CIMARRON RIDGE)
APRIL 19, 2023
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 30
Menifee Mayor and City Council
April 19, 2023
Page
388 of 538

1 Introduction Page | 1
Background
On March 15, 2023, the City Council (the “City Council”) of the City of Menifee (the “City”), adopted a Resolution of Intention to form Community Facilities District No. 2023-2 (Cimarron Ridge) Improvement Areas 1 and 2 of the City of Menifee (“CFD No. 2023-2” or “District”), Resolution No. 23-1296, pursuant to the provisions of the “Mello-Roos Community Facilities Act of 1982”, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California, (“Act”).

The District is currently comprised of 15 parcels and approximately 209 gross acres to include a total of 756 residential properties at buildout. There are two separate Improvement Areas included within the boundaries of CFD No. 2023-2.

Improvement Area 1 includes three separate Tax Zones, Tax Zones 1 (134 Lots), 2 (116 Lots), and 3 (174 Lots) inclusive of Tract Maps TR 36658-1, TR 36658-2, TR 36658-3, and TR 36658-4 to include a total of 424 proposed detached residential properties at build-out. Improvement Area 2 includes also includes three separate Tax Zones, Tax Zones 1 (11 Lots), 2 (247 Lots), and 3 (74 Lots) inclusive of Tract Maps TR 36658-4, TR 36658-5, TR 36658-6, and TR 36658-7 to include a total of 332 proposed detached residential properties at build-out. The property is located south of McLaughlin, east of Goetz Road, west of Byers Road, and north of Chambers Avenue.

For a map showing the boundaries of CFD No. 2023-2 please see Appendix C.

Purpose of Public Hearing Report
WHEREAS, this Community Facilities District Report (“Report”) is being provided to the City Council and generally contains the following:

1. A brief description of CFD No. 2023-2;

2. A brief description of the Facilities required at the time of formation to meet the needs of CFD No. 2023-2.

3. A brief description of the Boundaries of CFD No. 2023-2; and

4. An estimate of the cost of financing the bonds used to pay for the Facilities, including all costs associated with formation of the District, issuance of bonds, determination of the amount of any special taxes, collection of any special taxes, or costs otherwise incurred in order to carry out the authorized purposes of the City with respect to the District, and any other incidental expenses to be paid through the proposed financing.

For particulars, reference is made to the Resolution of Intention as previously approved and adopted and is included in Appendix D.

City of Menifee
CFD No. 2023-2 (Cimarron Ridge)
Public Hearing Report
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 31
Menifee Mayor and City Council
April 19, 2023
Page
389 of 538

2 Description of Facilities Page | 2
NOW, THEREFORE, the undersigned, authorized representative of Spicer Consulting Group, LLC, the appointed responsible officer, or person directed to prepare this Report, does hereby submit the following data:

Description of the Facilities
A Community Facilities District may pay for facilities which may include all amounts necessary to eliminate any fixed special assessment liens or to pay, repay, or defease any obligation to pay for any indebtedness secured by any tax, fee, charge, or assessment levied, provide for the purchase, construction, expansion, or rehabilitation for any real or other tangible property with an estimated useful life of five (5) years or longer, which is necessary to meet increased demands placed upon local agencies as a result of development and/or rehabilitation occurring within the District.

The types of facilities that are proposed by CFD No. 2023-2 and financed with the proceeds of special taxes and bonds issued by CFD No. 2023-2 consist of the construction, purchase, modification, rehabilitation, expansion and/or improvement of (i) drainage, library, park, roadway, traffic, administration and general government facilities, animal shelter facilities, fire and safety, and other public facilities of the City, including the foregoing public facilities which are included in the City’s fee programs with respect to such facilities and authorized to be financed under the Mello-Roos Community Facilities Act of 1982, as amended (the “City Facilities”); (ii) water and sewer facilities including the acquisition of capacity in the sewer system and/or water system of the Eastern Municipal Water District which are included in Eastern Municipal Water District’s water and sewer capacity and connection fee programs (the “Water District Facilities”); and (iii) interim and permanent school facilities of Menifee Union School District, Romoland School District and Perris Union High School District, including classrooms, multi-purpose facilities, administration and auxiliary space at school facilities, athletic fields, playgrounds and recreational facilities and improvements thereto, landscaping, access roadways, drainage, sidewalks and gutters and utility lines, furniture, equipment and technology, including technology upgrades and mobile devices and infrastructure therefore, with a useful life of at least five (5) years at such school facilities (the “School Facilities” and together, with the City Facilities and the Water Facilities, the “Facilities”), and all appurtenances and appurtenant work in connection with the foregoing Facilities, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction management and supervision for such Facilities .

Incidental Expenses
The Incidental Expenses to be paid from bond proceeds and/or special taxes include:
a)
b)
The cost of engineering, planning and designing the Facilities; and All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and c) Any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities.

Capitalized terms used and not defined herein shall have the meaning set forth in the Rate and Method of Apportionment of Special Taxes for the District.

All costs associated with the creation of CFD No. 2023-2, the issuance of bonds, the determination of the amount of special taxes to be levied, costs incurred in order to carry out the authorized purposes of CFD No. 2023-2, including legal fees, fees of consultants, engineering, planning, designing and the annual costs to administer CFD No. 2023-2 and any obligations.

The description of the eligible public facilities, services and incidental expenses above are preliminary and general in nature.

The final plans and specifications approved by the applicable public agency may show substitutes or modifications in order to accomplish the work or serve the new development and any such substitution or modification shall not constitute a change or modification in the proceedings relating to CFD No. 2023-2.

City of Menifee
CFD No. 2023-2 (Cimarron Ridge)
Public Hearing Report
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 32
Menifee Mayor and City Council
April 19, 2023
Page
390 of 538

3 Cost Estimate Page | 3
Below is the estimated cost of facilities to be provided to the District. a) The cost estimate of facilities, including incidental expenses, to be financed through the issuance of CFD No. 2023- 2 Bonds is estimated to be $5,460,657 for Improvement Area 1 and $7,982,676 for Improvement Area 2 based upon current dollars (Fiscal Year 2022-23).
b) For further particulars please reference Table 3-1 below and incorporated herein by reference. c) Pursuant to Section 53340 of the Act, the proceeds of any special tax levied and collected by CFD No. 2023-2 may be used only to pay for the cost of providing public facilities, services, and incidental expenses. As defined by the Act, incidental expenses include, but are not limited to, the annual costs associated with determination of the amount of special taxes, collection of special taxes, payment of special taxes, or costs otherwise incurred in order to carry out the authorized purposes of the District. The incidental expenses associated with the annual administration of CFD No. 2023-2 are estimated to be $30,000 per Improvement Area in the initial Fiscal Year. However, it is anticipated that the incidental expenses will vary due to inflation and other factors that may not be foreseen today, and the actual incidental expenses may exceed these amounts accordingly.

Table 3-1
Cost Estimate
IA 1 IA 2 Total
City Fees
Law Enforcement
Total Cost
$1,050,840
$489,132
$5,360,040
($1,956,866)
$889,056
$1,302,588
($1,302,588)
$1,166,440
$6,998,642
Bond Allocation(1) Bond Allocation(1) Allocation
$589,360
$274,328
$3,006,160
($1,097,502)
$498,624
$730,552
($730,552)
654194
$461,480
$214,804
$2,353,880
($859,364)
$390,432
$572,036
($572,036)
$512,246
$1,050,840
Fire Facility
Circulation
$489,132
$5,360,040
($1,956,866)
$889,056
$1,302,588
($1,302,588)
$1,166,440
$6,998,642
Less: Circulation Fee Credits
General Government
Park Improvements
Less: Park Improvement Fee Credit
City Facilities
Total City Fees $3,925,165 $3,073,478
IA 1 IA 2 Total
City Facilities Total Cost
$1,292,870
$1,138,721
$2,434,493
$364,739
Bond Allocation(1) Bond Allocation(1) Allocation
City Traffic Signals
McLaughlin Street
Park Improvements
Design, Planning, & Engineering
Total City Facilities
$542,568
$477,877
$506,616
$0
$750,302
$660,844
$1,412,830
$211,672
$1,292,870
$1,138,721
$1,919,446
$211,672
$5,230,823 $1,535,492 $3,035,648 $4,571,140
Total City Fees and Facilities $12,229,465 $5,460,657 $6,109,125 $11,569,782 IA 1 IA 2 Total
Eastern Municipal Water District Fees
Water Financial Participation
Sewer Financial Participation
Sewer Treatment Plant Capacity Charge
Water Supply Development Fee
Meter Fee
Total Cost
$5,174,820
$2,425,248
$4,597,236
$285,012
Bond Allocation(1) Bond Allocation(1) Allocation
$0
$0
$0
$0
$0
$2,272,540
$1,065,056
$2,018,892
$125,164
$2,272,540
$1,065,056
$2,018,892
$125,164
$281,232 $123,504 $123,504
Irrigation Meter Fees 1.5" (Qty: 6 Meters)
Less: Estimated EMWD CFD Funding
Total EMWD Fees
$186,420
($11,396,492)
$1,553,476
$0
$0
$0
$81,867
($5,004,809)
$682,214
$81,867
($5,004,809)
$682,214
City of Menifee
CFD No. 2023-2 (Cimarron Ridge)
Public Hearing Report
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 33
Menifee Mayor and City Council
April 19, 2023
Page
391 of 538

3 Cost Estimate Page | 4
Table 3-1 (Cont’d)
Cost Estimate
IA 1 IA 2 Total
Allocation
$1,191,336
Eastern Municipal Water District Facilities
Water Tank Improvements
Design, Planning, & Engineering (15%)
Total EMWD Facilities
Total Cost
$3,208,704
$481,306
Bond Allocation(1) Bond Allocation(1)
$0
$0
$0
$1,191,336
$0
$1,191,336
$0
$3,690,010 $1,191,336
IA 1 IA 2 Total
AllocationSchool District Fees Total Cost
$2,159,588
$1,155,966
$660,408
Bond Allocation(1) Bond Allocation(1)
Perris Union High School
Menifee Union School District
Romoland School District
Total School District Fees
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0$3,975,962
Total Eligible Fees/Improvements
Incidental Financing Costs
Total Funded by Bond Proceeds
$21,448,913 $5,460,657
$1,099,343
$6,560,000
$7,982,676
$1,517,324
$9,500,000
$13,443,333
$2,616,667
$16,060,000
Total Funded by Developer $8,005,580
(1) Amounts are allocated based upon estimated bond sizing and may change based upon market conditions at the time of bond issuance. Allocation of bond proceeds between facility types to be determined at the time of bond issuance.

City of Menifee
CFD No. 2023-2 (Cimarron Ridge)
Public Hearing Report
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 34
Menifee Mayor and City Council
April 19, 2023
Page
392 of 538

4 Proposed Development Page | 5
The CFD No. 2023-2 includes approximately 209 gross acres to include a total of 756 residential properties at buildout. The District is made up of two separate Improvement Areas included within the boundaries of CFD No. 2023-2. Improvement Area 1 includes three separate Tax Zones, Tax Zones 1 (134 Lots), 2 (116 Lots), and 3 (174 Lots) inclusive of Tract Maps TR 36658-1, TR 36658-2, TR 36658-3, and TR 36658-4 to include a total of 424 proposed detached residential properties at build-out. Improvement Area 2 includes also includes three separate Tax Zones, Tax Zones 1 (11 Lots), 2 (247 Lots), and 3 (74 Lots) inclusive of Tract Maps TR 36658-4, TR 36658-5, TR 36658-6, and TR 36658-7 to include a total of 332 proposed detached residential properties at build-out. The property is located south of McLaughlin, east of Goetz Road, west of Byers Road, and north of Chambers Avenue.

As of Fiscal Year 2022-23 the proposed CFD No. 2023-2 includes the following Assessor's Parcel Numbers:

Assessor’s Parcel
Number
Assessor’s Parcel
Number
Assessor’s Parcel
Number
330-220-016
330-220-017
330-220-018
330-220-019
330-230-042
330-230-043
330-230-044
330-230-045
335-070-054
335-070-055
335-070-056
335-070-057
335-070-058
335-430-027
335-430-028
A map showing the boundaries of CFD No. 2023-2 is included in Appendix C.

City of Menifee
CFD No. 2023-2 (Cimarron Ridge)
Public Hearing Report
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 35
Menifee Mayor and City Council
April 19, 2023
Page
393 of 538

5 Rate and Method of Apportionment Page | 6
The Rate and Method of Apportionment allows each property owner within CFD No. 2023-2 Improvement Area 1 and Improvement Area 2 are to estimate the annual Special Tax amount that would be required for payment. The Rate and Method of Apportionment of the Special Taxes established pursuant to these proceedings, is attached hereto as Appendix A and Appendix B (the “Rate and Methods”). The Special Tax will be collected in the same manner and at the same time as ordinary ad valorem property taxes and shall be subject to the same penalties, the same procedure, sale and lien priority in the case of delinquency; provided, however, that the CFD Administrator may directly bill the Special Taxes, may collect Special Taxes at a different time or in a different manner if necessary to meet the financial obligations of CFD No. 2023-2, and provided further that CFD No. 2023-2 may covenant to foreclose and may actually foreclose on parcels having delinquent Special Taxes as permitted by the Act.

All of the property located within CFD No. 2023-2, unless exempted by law or by the Rate and Methods proposed for CFD No. 2023-2, shall be taxed for the purpose of providing necessary facilities to serve the District. The Boundary Map for CFD No. 2023-2 is attached hereto as Appendix C. Pursuant to Section 53325.3 of the Act, the tax imposed “is a Special Tax and not a special assessment, and there is no requirement that the tax be apportioned on the basis of benefit to any property.” The Special Tax may be based on the benefit received by property, the cost of making facilities or authorized services available or other reasonable basis as determined by the City, although the Special Tax may not be apportioned on an ad valorem basis pursuant to Article XIIIA of the California Constitution. A property owner within the District may choose to prepay in whole or in part the Special Tax. The available method for so doing is described in Section G of the Rate and Methods (“Prepayment of Special Tax”).

For each year that any Bonds are outstanding the Special Tax shall be levied on all parcels subject to the Special Tax. If any delinquent Special Taxes remain uncollected prior to or after all Bonds are retired, the Special Tax may be levied to the extent necessary to reimburse CFD No. 2023-2 for uncollected Special Taxes associated with the levy of such Special Taxes, but the Special Tax shall not be levied after 2069-70 Fiscal Year.

Table 5-1
Assigned Special Tax for Developed Property for Improvement Area 1 – Tax Zone 1 Fiscal Year 2022-23
Assigned Special
Taxable
Unit
Tax Per Taxable
UnitLand Use Category Building Square Footage
Less than 2,300 sq. ft
2,300 sq. ft to 2,500 sq. ft
2,501 sq. ft to 2,700 sq. ft
2,701 sq. ft to 2,900 sq. ft
2,901 sq. ft to 3,100 sq. ft
3,101 sq. ft to 3,300 sq. ft
Greater than 3,300 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property

4. Single Family Residential Property

5. Single Family Residential Property

6. Single Family Residential Property

7. Single Family Residential Property
RU
RU
RU
RU
RU
RU
RU
Acre
Acre
$801.00
$867.00
$914.00
$960.00
$983.00
$1,005.00
$1,069.00
$5,931.00
$5,931.00

8. Multifamily Property

9. Non-Residential Property N/A
City of Menifee
CFD No. 2023-2 (Cimarron Ridge)
Public Hearing Report
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 36
Menifee Mayor and City Council
April 19, 2023
Page
394 of 538

5 Rate and Method of Apportionment Page | 7
Table 5-2
Assigned Special Tax for Developed Property for Improvement Area 1 – Tax Zone 2 Fiscal Year 2022-23
Assigned Special
Taxable
Unit
Tax Per Taxable
UnitLand Use Category Building Square Footage
Less than 3,350 sq. ft
3,350 sq. ft to 3,550 sq. ft
3,551 sq. ft to 3,750 sq. ft
Greater than 3,750 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property

4. Single Family Residential Property
RU
RU
RU
RU
Acre
Acre
$1,252.00
$1,380.00
$1,412.00
$1,464.00
$5,949.00
$5,949.00

5. Multifamily Property

6. Non-Residential Property N/A
Table 5-3
Assigned Special Tax for Developed Property for Improvement Area 1 – Tax Zone 3 Fiscal Year 2022-23
Assigned Special
Tax Per Taxable
Unit
Taxable
UnitLand Use Category Building Square Footage
Less than 2,300 sq. ft
2,300 sq. ft to 2,600 sq. ft
Greater than 2,600 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property
RU
RU
RU
Acre
Acre
$254.00
$721.00
$843.00
$4,098.00
$4,098.00

4. Multifamily Property

5. Non-Residential Property N/A
Table 5-4
Assigned Special Tax for Developed Property for Improvement Area 2 – Tax Zone 1 Fiscal Year 2022-23
Assigned Special
Tax Per Taxable
Unit
Taxable
UnitLand Use Category Building Square Footage
Less than 2,300 sq. ft
Greater than 2,300 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property
RU
RU
Acre
Acre
$1,617.00
$1,920.00
$9,661.00
$9,661.00

3. Multifamily Property

4. Non-Residential Property N/A
City of Menifee
CFD No. 2023-2 (Cimarron Ridge)
Public Hearing Report
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 37
Menifee Mayor and City Council
April 19, 2023
Page
395 of 538

5 Rate and Method of Apportionment Page | 8
Table 5-5
Assigned Special Tax for Developed Property for Improvement Area 2 – Tax Zone 2 Fiscal Year 2022-23
Assigned Special
Taxable
Unit
Tax Per Taxable
UnitLand Use Category Building Square Footage
Less than 1,700 sq. ft
1,700 sq. ft to 1,900 sq. ft
1,901 sq. ft to 2,100 sq. ft
2,101 sq. ft to 2,300 sq. ft
Greater than 2,300 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property

4. Single Family Residential Property

5. Single Family Residential Property
RU
RU
RU
RU
RU
Acre
Acre
$1,543.00
$1,625.00
$1,749.00
$1,816.00
$1,873.00
$11,722.00
$11,722.00

6. Multifamily Property

7. Non-Residential Property N/A
Table 5-6
Assigned Special Tax for Developed Property for Improvement Area 2 – Tax Zone 3 Fiscal Year 2022-23
Assigned Special
Tax Per Taxable
Unit
Taxable
UnitLand Use Category Building Square Footage
Less than 2,500 sq. ft
2,500 sq. ft to 2,700 sq. ft
2,701 sq. ft to 2,900 sq. ft
2,901 sq. ft to 3,100 sq. ft
3,101 sq. ft to 3,300 sq. ft
Greater than 3,300 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property

4. Single Family Residential Property

5. Single Family Residential Property

6. Single Family Residential Property
RU
RU
RU
RU
RU
RU
Acre
Acre
$1,681.00
$1,753.00
$1,790.00
$1,826.00
$1,848.00
$1,869.00
$8,853.00
$8,853.00

7. Multifamily Property

8. Non-Residential Property N/A
Escalation of Special Taxes
On each July 1, commencing on July 1, 2024 the Assigned Special Tax shall increase by two percent (2.0%), of the amount in effect in the prior Fiscal Year.

For particulars as to the Rate and Methods for CFD No. 2023-2, see the attached and incorporated in Appendix A and B.

City of Menifee
CFD No. 2023-2 (Cimarron Ridge)
Public Hearing Report
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 38
Menifee Mayor and City Council
April 19, 2023
Page
396 of 538

6 Certifications Page | 9
Based on the information provided herein, it is my opinion that the described services herein are those that are necessary to meet increased demands placed upon the City of Menifee as a result of development occurring within the CFD No. 2023- 2 and benefits the lands within said CFD No. 2023-2. Further, it is my opinion that the special tax rates and method of apportionment, as set forth herein, are fair and equitable, uniformly applied and not discriminating or arbitrary.

Date: April 19, 2023 SPICER CONSULTING GROUP, LLC
__________________________

SHANE SPICER

SPECIAL TAX CONSULTANT FOR

CITY OF MENIFEE

RIVERSIDE COUNTY

STATE OF CALIFORNIA
City of Menifee
CFD No. 2023-2 (Cimarron Ridge)
Public Hearing Report
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 39
Menifee Mayor and City Council
April 19, 2023
Page
397 of 538

APPENDIX A
Rate and Method of Apportionment
for Improvement Area 1
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 40
Menifee Mayor and City Council
April 19, 2023
Page
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RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES FOR
COMMUNITY FACILITIES DISTRICT NO. 2023‐2 (CIMARRON RIDGE)

OF THE CITY OF MENIFEE
IMPROVEMENT AREA NO. 1
A Special Tax (all capitalized terms are defined in Section A, “Definitions”, below) shall be applicable to each Assessor’s Parcel of Taxable Property located within the boundaries of Improvement Area No. 1 Community Facilities District No. 2023‐2 (Cimarron Ridge) of the City of Menifee ("CFD No. 2023‐2 IA 1").

The amount of Special Tax to be levied in each Fiscal Year on an Assessor’s Parcel shall be determined by the City Council of the City of Menifee, acting in its capacity as the legislative body of CFD No. 2023‐2 IA 1, by applying the appropriate Special Tax for Developed Property, Approved Property, Undeveloped Property, and Provisional Undeveloped Property that is not Exempt Property as set forth below. All of the real property, unless exempted by law or by the provisions hereof in Section F, shall be taxed for the purposes, to the extent and in the manner herein provided.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Accessory Dwelling Unit” means a residential unit of limited size including a smaller second unit that shares an Assessor’s Parcel with a Single Family Residential Property that has a stand‐alone Residential Unit.
"Acre or Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County parcel map or instrument. The square footage of an Assessor’s Parcel is equal to the Acreage multiplied by 43,560. "Act" means the Mello‐Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the Government Code of the State of California.
"Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of CFD No. 2023‐2 IA 1: the costs of computing the Special Taxes and preparing the Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the City or otherwise); the costs of remitting Special Taxes to the Trustee; the costs of the Trustee (including legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD No. 2023‐2 IA 1 or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD No. 2023‐2 IA 1 or any designee thereof of complying with disclosure requirements of the City, CFD No. 2023‐2 IA 1 and any major property owner associated with applicable federal and state securities laws and the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2023‐2 IA 1 or any designee thereof related to an appeal of the Special Tax; the costs associated with the release of funds from an escrow account; and the City’s annual administration fees and third party expenses. Administration Expenses shall also include amounts estimated by the CFD Administrator or advanced by the City or CFD No. 2023‐2 IA 1 for any other administrative purposes of CFD No. 2023‐2 IA 1, including attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 1 Item Title: 11.1
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Cimarron
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Item Page Number: 41
Menifee Mayor and City Council
April 19, 2023
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"Approved Property" means all Assessor’s Parcels of Taxable Property: (i) that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax is being levied, (ii) that have an assigned Assessor’s Parcel Number from the County shown on an Assessor’s Parcel Map for the individual lot included on the Final Map, and (iii) that have not been issued a building permit on or before May 1st preceding the Fiscal Year in which the Special Tax is being levied. "Assessor’s Parcel" means a lot or parcel of land designated on an Assessor’s Parcel Map with an assigned Assessor’s Parcel Number.
"Assessor’s Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.
"Assessor’s Parcel Number" means that number assigned to an Assessor’s Parcel by the County for purposes of identification.
"Assigned Special Tax" means the Special Tax of that name described in Section D below. "Backup Special Tax" means the Special Tax of that name described in Section D below. "Boundary Map" means a recorded map of the CFD which indicates the boundaries of the CFD. "Building Permit" means the first legal document issued by a local agency giving official permission for new construction. For purposes of this definition, “Building Permit” may or may not include any subsequent building permit document(s) authorizing new construction on an Assessor’s Parcel that are issued or changed by the City after the first original issuance, as determined by the CFD Administrator as necessary to fairly allocate Special Tax to the Assessor’s Parcel, provided that following such determination the Maximum Special Tax that may be levied in each Fiscal Year on all Assessor’s Parcels of Taxable Property will be at least 1.1 times annual debt service on all outstanding CFD No. 2023‐2 IA 1 Bonds plus the estimated annual Administrative Expenses for such Fiscal Year. "Building Square Footage" or "BSF" means the square footage of assessable internal living space, exclusive of garages or other structures not used as living space, as determined by reference to the Building Permit for such Assessor’s Parcel.
"Calendar Year" means the period commencing January 1 of any year and ending the following December

31. “CFD” or "CFD No. 2023‐2" means Community Facilities District No. 2023‐2 (Cimarron Ridge) established by the City under the Act.
“CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement, and providing for the levy and collection of the Special Taxes. “CFD No. 2023‐2 IA 1" means Improvement Area No. 1 of CFD No. 2023‐2 as identified on the boundary map for CFD No. 2023‐2.
"CFD No. 2023‐2 IA 1 Bonds" means any obligation to repay a sum of money, including obligations in the form of bonds, notes, certificates of participation, long‐term leases, loans from government agencies, or City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 2 Item Title: 11.1
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loans from banks, other financial institutions, private businesses, or individuals, or long‐term contracts, or any refunding thereof, to which Special Tax of CFD No. 2023‐2 IA 1 have been pledged. “City” means the City of Menifee.
"City Council" means the City Council of the City of Menifee, acting as the Legislative Body of CFD No. 2023‐2 IA 1.
“Condominium Plan" means a condominium plan as set forth in California Civil Code Section 4285. "County" means the County of Riverside.
"Developed Property" means all Assessor’s Parcels: (i) that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax is being levied, (ii) that have an Assessor’s Parcel Number from the County shown on an Assessor’s Parcel Map for the individual lot included on the Final Map, and (iii) for which a Building Permit for new construction was issued on or before May 1st preceding the Fiscal Year in which the Special Tax is being levied. "Exempt Property" means all Assessor’s Parcels designated as being exempt from Special Taxes as provided for in Section F.
"Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a Condominium Plan pursuant to California Civil Code Section 4285 that creates individual lots for which Building Permits may be issued without further subdivision. "Fiscal Year" means the period commencing on July 1st of any year and ending the following June 30th. “Indenture” means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which CFD No. 2023‐2 IA 1 Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. “Land Use Category” means any of the categories listed in Table 1, Table 2, and Table 3 of Section D. "Maximum Special Tax" means for each Assessor’s Parcel, the maximum Special Tax, determined in accordance with Section D below, that can be levied by CFD No. 2023‐2 IA 1 in any Fiscal Year on such Assessor’s Parcel.
“Multifamily Property” means all Assessor’s Parcels of Developed Property for which a Building Permit has been issued for the purpose of constructing a building or buildings comprised of attached Residential Units available for rental by the general public, not for sale to an end user, and under common management, as determined by the CFD Administrator.
"Non‐Residential Property" or “NR” means all Assessor's Parcels for which a building permit(s) was issued or will be issued for a non‐residential use. The CFD Administrator shall make the determination if an Assessor’s Parcel is Non‐Residential Property.
"Partial Prepayment Amount" means the amount required to prepay a portion of the Special Tax obligation for an Assessor’s Parcel, as described in Section G.2.

City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 3 Item Title: 11.1
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Menifee Mayor and City Council
April 19, 2023
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"Prepayment Amount" means the amount required to prepay the Special Tax obligation in full for an Assessor’s Parcel, as described in Section G.1.
“Proportionately” means for Taxable Property that is (i) Developed Property, that the ratio of the actual Special Tax levy to the Assigned Special Tax is the same for all Assessor’s Parcels of Developed Property, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Assessor’s Parcels of Approved Property, and (iii) Undeveloped Property, or Provisional Undeveloped Property, that the ratio of the actual Special Tax levy per Acre to the Maximum Special Tax per Acre is the same for all Assessor’s Parcels of Undeveloped Property, or Provisional Undeveloped Property, as applicable.
"Provisional Undeveloped Property" means all Assessor’s Parcels of Taxable Property that would otherwise be classified as Exempt Property pursuant to the provisions of Section F, but cannot be classified as Exempt Property because to do so would be reduce the Acreage of all Taxable Property below the required minimum Acreage set forth in Section F. "Rate and Method of Apportionment" means this Rate and Method of Apportionment of Special Tax for CFD No. 2023‐2 IA 1.
"Residential Property" means all Assessor’s Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more Residential Units. “Residential Unit” or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the CFD Administrator. An Accessory Dwelling Unit that shares an Assessor’s Parcel with a Single Family Residential Property shall not be considered a Residential Unit for purposes of this Rate and Method of Apportionment.
“Single Family Residential Property” means all Assessor’s Parcels of Residential Property other than Multifamily Property.
“Special Tax” or “Special Taxes” means any of the special taxes authorized to be levied within CFD No. 2023‐2 IA 1 pursuant to the Act to fund the Special Tax Requirement. "Special Tax Requirement" means the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding CFD No. 2023‐2 IA 1 Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses, (iii) the costs associated with the release of funds from an escrow account, (iv) any amount required to replenish any reserve funds established in association with the CFD No. 2023‐2 IA 1 Bonds, (v) an amount equal to any anticipated shortfall due to Special Tax delinquencies, (vi) for debt service on CFD No. 2023‐2 IA 1 Bonds anticipated to be issued, and (vii) for the collection or accumulation of funds for the acquisition or construction of facilities authorized by CFD No. 2023‐2 IA 1, provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on Approved Property or Undeveloped Property as set forth in Steps Two or Three of Section E., less (vii) any amounts available to pay debt service or other periodic costs on the CFD No. 2023‐2 IA 1 Bonds pursuant to the Indenture.
“Tax Zone(s)” means the geographical area(s) within CFD No. 2023‐2 IA 1 identified as Tax Zone 1, Tax Zone 2, or Tax Zone 3 as shown on the Boundary Map.

City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 4 Item Title: 11.1
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Item Page Number: 44
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April 19, 2023
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“Tax Zone 1” means all property located within CFD No. 2023‐2 IA 1 and on the Boundary Map as Tax Zone 1.
“Tax Zone 2” means all property located within CFD No. 2023‐2 IA 1 and on the Boundary Map as Tax Zone 2.
“Tax Zone 3” means all property located within CFD No. 2023‐2 IA 1 and on the Boundary Map as Tax Zone 3.
"Taxable Property" means all Assessor’s Parcels within CFD No. 2023‐2 IA 1, which are not Exempt Property.
“Taxable Unit” means either a Residential Unit or an Acre. “Trustee” means the trustee, fiscal agent, or paying agent under the Indenture. "Undeveloped Property" means all Assessor’s Parcels of Taxable Property which are not Developed Property, Approved Property, Provisional Undeveloped Property.

B. SPECIAL TAX
Commencing Fiscal Year 2023‐2024 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property, up to the applicable Maximum Special Tax, to fund the Special Tax Requirement.

C. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX
Each Fiscal Year, beginning with Fiscal Year 2023‐2024, each Assessor’s Parcel within CFD No. 2023‐2 IA 1 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor’s Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property. In addition, each Assessor’s Parcel of Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property shall be further classified as being within Tax Zone 1, Tax Zone 2, or Tax Zone 3.

Assessor’s Parcels of Developed Property shall further be classified as Residential Property or Non‐ Residential Property. Each Assessor’s Parcel of Residential Property shall further be classified as Single Family Residential Property or Multifamily Property. Each Assessor’s Parcel of Single Family Residential Property shall be further categorized into Land Use Categories based on its Building Square Footage and assigned to its appropriate Assigned Special Tax rate.

In the event that an Assessor’s Parcel for which one or more Building Permits have been issued and the County has not yet assigned final Assessor’s Parcel Number(s) to the Residential Unit(s) (in accordance with the Final Map or Condominium Plan) on such Assessor’s Parcel, the amount of the Special Tax levy on such Assessor’s Parcel for each Fiscal Year shall be determined as follows: (1) the CFD Administrator shall first determine an amount of the Maximum Special Tax levy for such Assessor’s Parcel, based on the classification of such Assessor’s Parcel as Undeveloped Property; (2) the amount of the Special Tax levy for the Residential Units on such Assessor’s Parcel for which Building Permits have been issued shall be determined based on the Assigned Special Tax rates for Developed Property and shall be taxed as Developed Property in accordance with Step 1 of Section E below; and (3) the amount of the Special Tax City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 5 Item Title: 11.1
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levy on the Acreage of Taxable Property in such Assessor’s Parcel not subject to the Special Tax levy in clause (2) shall be equal to: (A) the percentage of the Maximum Special Tax rate levied on all other Undeveloped Property multiplied by the total of the amount determined in clause (1), less the amount determined in clause (2).

D. MAXIMUM SPECIAL TAX

1. Developed Property
The Maximum Special Tax for each Assessor’s Parcel of Single Family Residential Property in any Fiscal Year shall be the greater of (i) the Assigned Special Tax or (ii) the Backup Special Tax.

The Maximum Special Tax for each Assessor’s Parcel of Non‐Residential or Multifamily Residential Property shall be the applicable Assigned Special Tax described in Table 1, Table 2, and Table 3 of Section D.
a. Assigned Special Tax
Each Fiscal Year, each Assessor’s Parcel of Single Family Residential Property, Multifamily Property or Non‐Residential shall be subject to an Assigned Special Tax. The Assigned Special Tax applicable to an Assessor's Parcel of Developed Property shall be determined pursuant to Table 1, Table 2, and Table 3 below.

TABLE 1

ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY
WITHIN TAX ZONE 1
(FISCAL YEAR 2023‐2024)
Assigned
Taxable
Unit
RU
Special Tax Per
Taxable Unit
$801.00
Land Use Category Building Square Footage
Less than 2,300 sq. ft
2,300 sq. ft to 2,500 sq. ft
2,501 sq. ft to 2,700 sq. ft
2,701 sq. ft to 2,900 sq. ft
2,901 sq. ft to 3,100 sq. ft
3,101 sq. ft to 3,300 sq. ft
Greater than 3,300 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property

4. Single Family Residential Property

5. Single Family Residential Property

6. Single Family Residential Property

7. Single Family Residential Property

8. Multifamily Property
RU
RU
RU
RU
RU
RU
Acre
Acre
$867.00
$914.00
$960.00
$983.00
$1,005.00
$1,069.00
$5,931.00
$5,931.009. Non‐Residential Property N/A
On each July 1, commencing July 1, 2024, the Assigned Special Tax rate for Developed Property in Tax Zone 1 shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

City of Menifee
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TABLE 2

ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY
WITHIN TAX ZONE 2
(FISCAL YEAR 2023‐2024)
Assigned
Special Tax Per
Taxable Unit
$1,252.00
Taxable
Unit
RU
RU
RU
RU
Acre
Land Use Category Building Square Footage
Less than 3,350 sq. ft
3,350 sq. ft to 3,550 sq. ft
3,551 sq. ft to 3,750 sq. ft
Greater than 3,750 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property

4. Single Family Residential Property

5. Multifamily Property
$1,380.00
$1,412.00
$1,464.00
$5,949.00

6. Non‐Residential Property Acre N/A $5,949.00
On each July 1, commencing July 1, 2024, the Assigned Special Tax rate for Developed Property in Tax Zone 2 shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

TABLE 3

ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY
WITHIN TAX ZONE 3
(FISCAL YEAR 2023‐2024)
Assigned
Taxable
Unit
RU
RU
RU
Acre
Acre
Special Tax Per
Taxable Unit
$254.00
Land Use Category

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property

4. Multifamily Property
Building Square Footage
Less than 2,300 sq. ft
2,300 sq. ft to 2,600 sq. ft
Greater than 2,600 sq. ft
N/A
$721.00
$843.00
$4,098.00
$4,098.005. Non‐Residential Property N/A
On each July 1, commencing July 1, 2024, the Assigned Special Tax rate for Developed Property in Tax Zone 3 shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year. b. Multiple Land Use Categories
In some instances an Assessor’s Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax levied on an Assessor’s Parcel shall be the sum of the Maximum Special Tax for all Land Use Categories located on the Assessor’s Parcel. The CFD Administrator’s allocation to each type of property shall be final.
c. Backup Special Tax
When a Final Map is recorded, the Administrator shall determine which Tax Zone the Final Map area lies within and the Backup Special Tax for an Assessor’s Parcel within the Final Map classified or to be classified as Single Family Property shall calculated according to the following formula.

B = (U x A) / L
The terms above have the following meanings:

City of Menifee
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B = Backup Special Tax per per Assessor’s Parcel within the Final Map U = Maximum Special Tax per Acre of Undeveloped Property per Section D.3 below A = Acreage of Single Family Residential Property expected to exist in such Final Map at the time of calculation, as determined by the Administrator
L = Number of Residential Units expected to exist in such Final Map at the time of calculation, as determined by the Administrator.

In the event any portion of the Final Map is changed or modified, the Backup Special Tax for all Assessor’s Parcels within such changed or modified area shall be determined by Table 4 below:

TABLE 4

MAXIMUM SPECIAL TAX PER ACRE
(FISCAL YEAR 2023‐2024)
Maximum Special Tax
Tax Zone per Acre
$5,931
$5,949
$4,098
1 2
3 In the event any superseding Final Map is recorded as a Final Map within the boundaries of the CFD, the Backup Special Tax for all Assessor’s Parcels within such Final Map shall be on the rate per Acre shown in the table above. The Backup Special Tax shall not apply to Multifamily Residential Property, or Non‐Residential Property.

On each July 1, commencing July 1, 2024, the Backup Special Tax rate shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

2. Approved Property
The Maximum Special Tax for each Assessor’s Parcel of Approved Property expected to be classified as Single Family Residential Property shall be the Backup Special Tax computed pursuant to Section D.1.c above.

The Maximum Special Tax for each Assessor’s Parcel of Approved Property expected to be classified as Multifamily Residential Property or Non‐Residential Property shall be $5,931 per Acre for Tax Zone 1, $5,949 per Acre for Tax Zone 2, and $4,098 per Acre for Tax Zone 3.

On each July 1, commencing July 1, 2024, the Maximum Special Tax rate for Approved Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

City of Menifee
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3. Undeveloped Property and Provisional Undeveloped Property that is not Exempt Property pursuant to the provisions of Section F
The Maximum Special Tax for each Assessor’s Parcel of Undeveloped Property and Provisional Undeveloped Property that is not Exempt Property shall be equal to the product of $5,931 per Acre for Tax Zone 1, $5,949 per Acre for Tax Zone 2, and $4,098 per Acre for Tax Zone 3, in each case multiplied by the Acreage of such Assessor’s Parcel.

On each July 1, commencing July 1, 2024, the Maximum Special Tax rate for Undeveloped Property and Provisional Undeveloped Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing Fiscal Year 2023‐2024 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property in accordance with the following steps:

Step One: The Special Tax shall be levied Proportionately on each Assessor’s Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax rate to satisfy the Special Tax Requirement.

Step Two: If additional moneys are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Approved Property at up to 100% of the Maximum Special Tax applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax Requirement.

Step Three:

Step Four:

Step Five:

If additional moneys are needed to satisfy the Special Tax Requirement after the first two steps have been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax Requirement.

If additional moneys are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax levy on each Assessor's Parcel of Developed Property for which the Maximum Special Tax is the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to 100% of the Backup Special Tax as needed to satisfy the Special Tax Requirement.

If additional moneys are needed to satisfy the Special Tax Requirement after the first four steps have been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Provisional Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax Requirement.

Notwithstanding the above, under no circumstances will the Special Taxes levied in any Fiscal Year against any Assessor’s Parcel of Residential Property as a result of a delinquency in the payment of the Special Tax applicable to any other Assessor’s Parcel be increased by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquency or default.

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F. EXEMPTIONS
The City shall classify as Exempt Property, in the following order of priority, (i) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor’s Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by a homeowners' association, (iv) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement, (v) Assessor’s Parcels which are privately owned and are encumbered by or restricted solely for public uses, or (vi) Assessor’s Parcels restricted to other types of public uses determined by the City Council, provided that no such classification would reduce the total Acreage of all Taxable Property to less than the amounts shown in Table 5 below.

TABLE 5

MINIMUM TAXABLE ACRES
Tax Zone Acres

22.00 28.40

27.21 1
2 3
Notwithstanding the above, the City Council shall not classify an Assessor’s Parcel as Exempt Property if such classification would reduce the total Acreage of all Taxable Property to less than the Acres shown in Table 5 per Tax Zone. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than the Acres shown in Table 5 per Tax Zone will be classified as Provisional Undeveloped Property, and will be subject to Special Tax pursuant to Step Five in Section E.

G. PREPAYMENT OF SPECIAL TAX
The following additional definitions apply to this Section G:
“CFD Public Facilities” means $6,000,000 expressed in 2023 dollars, which shall increase by the Construction Inflation Index on July 1, 2024, and on each July 1 thereafter, or such lower amount (i) determined by the City Council as sufficient to provide the public facilities under the authorized bonding program for CFD No. 2023‐2 IA 1, or (ii) determined by the City Council concurrently with a covenant that it will not issue any more CFD No. 2023‐2 IA 1 Bonds to be supported by Special Tax levied under this Rate and Method of Apportionment.
“Construction Fund” means an account specifically identified in the Indenture or functionally equivalent to hold funds, which are currently available for expenditure to acquire or construct public facilities eligible to be financed by CFD No. 2023‐2 IA 1.
“Construction Inflation Index” means the annual percentage change in the Engineering News‐Record Building Cost Index for the City of Los Angeles, measured as of the Calendar Year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall City of Menifee
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be another index as determined by the City that is reasonably comparable to the Engineering News‐ Record Building Cost Index for the City of Los Angeles. “Future Facilities Costs” means the CFD Public Facilities minus (i) public facility costs previously funded from the Construction Fund, (ii) public facility costs available to be funded through existing construction or escrow accounts funded by the Outstanding Bonds, and minus (iii) public facility costs funded by interest earnings on the Construction Fund actually earned prior to the date of prepayment. “Outstanding Bonds” means all previously issued CFD No. 2023‐2 IA 1 Bonds issued and secured by the levy of Special Tax which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding CFD No. 2023‐2 IA 1 Bonds to be redeemed at a later date with the proceeds of prior prepayments of Special Tax.

1. Prepayment in Full
The Maximum Special Tax obligation may be prepaid and permanently satisfied for (i) Assessor’s Parcels of Developed Property, (ii) Assessor’s Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, (iii) Approved Property or Undeveloped Property for which a Building Permit has not been issued and (iv) Assessor’s Parcels of Public Property or Provisional Undeveloped Property that are not Exempt Property pursuant to Section F. The Maximum Special Tax obligation applicable to an Assessor’s Parcel may be fully prepaid and the obligation to pay the Special Tax for such Assessor’s Parcel permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment. An owner of an Assessor’s Parcel intending to prepay the Maximum Special Tax obligation for such Assessor’s Parcel shall provide the CFD Administrator with written notice of intent to prepay, and within 5 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non‐refundable deposit determined to cover the cost to be incurred by the CFD in calculating the Prepayment Amount (as defined below) for the Assessor’s Parcel. Within 15 days of receipt of such non‐refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount for the Assessor’s Parcel. Prepayment must be made not less than 60 days prior to the redemption date for any Outstanding Bonds to be redeemed with the proceeds of such prepaid Special Taxes.

The Prepayment Amount (defined below) shall be calculated as follows (capitalized terms are defined below):

Bond Redemption Amount
plus
plus
plus
plus
less
Redemption Premium
Future Facilities Amount
Defeasance Amount
Administrative Fees and Expenses
Reserve Fund Credit
Equals: Prepayment Amount
The Prepayment Amount shall be determined as of the proposed prepayment date as follows:

1. 2.

Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel.

For an Assessor’s Parcel of Developed Property, compute the Maximum Special Tax for the City of Menifee
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Assessor’s Parcel. For an Assessor’s Parcel of Approved Property or Undeveloped Property for which a Building Permit has been issued, compute the Maximum Special Tax for the Assessor’s Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been issued for the Assessor’s Parcel. For an Assessor’s Parcel of Approved Property or Undeveloped Property for which a Building Permit has not been issued, Public Property, or Provisional Undeveloped Property compute the Maximum Special Tax for the Assessor’s Parcel.

3. Divide the Maximum Special Tax derived pursuant to paragraph 2 by the total amount of Special Taxes that could be levied at the Maximum Special Tax at build out of all Assessor’s Parcels of Taxable Property based on the applicable Maximum Special Tax for Assessor’s Parcels of Developed Property not including any Assessor’s Parcels for which the Special Tax obligation has been previously prepaid.

4. Multiply the quotient derived pursuant to paragraph 3 by the principal amount of the Outstanding Bonds to determine the amount of Outstanding Bonds to be redeemed with the Prepayment Amount (the “Bond Redemption Amount”).

5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

6. 7.

Determine the Future Facilities Costs.

Multiply the quotient derived pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to determine the amount of Future Facilities Costs for the Assessor’s Parcel (the “Future Facilities Amount”).

8. Determine the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds on which Outstanding Bonds can be redeemed from Special Tax prepayments.

9. Determine the Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year which have not yet been paid.

10. Determine the amount the CFD Administrator reasonably expects to derive from the investment of the Bond Redemption Amount and the Redemption Premium from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the Prepayment Amount.

11. Add the amounts derived pursuant to paragraphs 8 and 9 and subtract the amount derived pursuant to paragraph 10 (the “Defeasance Amount”).

12. Verify the administrative fees and expenses of the CFD, including the cost of computation of the Prepayment Amount, the cost to invest the Prepayment Amount, the cost of redeeming the Outstanding Bonds, and the cost of recording notices to evidence the prepayment of the Maximum Special Tax obligation for the Assessor’s Parcel and the redemption of Outstanding Bonds (the “Administrative Fees and Expenses”).

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redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero.

14. The Prepayment Amount is equal to the sum of the Bond Redemption Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance Amount and the Administrative Fees and Expenses, less the Reserve Fund Credit.

15. From the Prepayment Amount, the Bond Redemption Amount, the Redemption Premium, and Defeasance Amount shall be deposited into the appropriate fund as established under the Indenture and be used to redeem Outstanding Bonds or make debt service payments. The Future Facilities Amount shall be deposited into the Construction Fund. The Administrative Fees and Expenses shall be retained by CFD No. 2023‐2 IA 1.

The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Outstanding Bonds. In such event, the increment above $5,000 or an integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next redemption from other Special Tax prepayments of Outstanding Bonds or to make debt service payments.

As a result of the payment of the current Fiscal Year’s Special Tax levy as determined pursuant to paragraph 9 above, the CFD Administrator shall remove the current Fiscal Year’s Special Tax levy for the Assessor’s Parcel from the County tax roll. With respect to any Assessor’s Parcel for which the Maximum Special Tax obligation is prepaid, the City Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Maximum Special Tax obligation and the release of the Special Tax lien for the Assessor’s Parcel, and the obligation to pay the Special Tax for such Assessor’s Parcel shall cease.

Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of Maximum Special Tax that may be levied each Fiscal Year on all Assessor’s Parcels of Taxable Property after the proposed prepayment will be at least 1.1 times annual debt service for such Fiscal Year on the Outstanding Bonds that will remain outstanding after the prepayment plus the estimated annual Administrative Expenses.

Tenders of Outstanding Bonds in prepayment of the Maximum Special Tax obligation may be accepted upon the terms and conditions established by the City Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case‐by‐case basis as specifically approved by the City Council.

2. Prepayment in Part
The Maximum Special Tax obligation for an Assessor’s Parcel of Developed Property, Approved Property or Undeveloped Property may be partially prepaid. For purposes of determining the partial prepayment amount, the provisions of Section G.1 shall be modified as provided by the following formula:

PP = ((PE – A) x F) + A
These terms have the following meaning:

PP = Partial Prepayment Amount
PE = the Prepayment Amount calculated according to Section G.1 City of Menifee
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F = the percent by which the owner of the Assessor’s Parcel(s) is partially prepaying the Maximum Special Tax obligation
A = the Administrative Fees and Expenses determined pursuant to Section G.1 The owner of an Assessor’s Parcel who desires to partially prepay the Maximum Special Tax obligation for the Assessor’s Parcel shall notify the CFD Administrator of (i) such owner’s intent to partially prepay the Maximum Special Tax obligation, (ii) the percentage of the Maximum Special Tax obligation such owner wishes to prepay, and (iii) the company or agency that will be acting as the escrow agent, if any. Within 5 days of receipt of such notice, the CFD Administrator shall notify such property owner of the amount of the non‐refundable deposit determined to cover the cost to be incurred by the CFD in calculating the amount of a partial prepayment. Within 15 business days of receipt of such non‐refundable deposit, the CFD Administrator shall notify such owner of the amount of the Partial Prepayment Amount for the Assessor’s Parcel. A Partial Prepayment Amount must be made not less than 60 days prior to the redemption date for the Outstanding Bonds to be redeemed with the proceeds of the Partial Prepayment Amount.

With respect to any Assessor’s Parcel for which the Maximum Special Tax obligation is partially prepaid, the CFD Administrator shall (i) distribute the Partial Prepayment Amount as provided in Paragraph 15 of Section G.1, and (ii) indicate in the records of the CFD that there has been a Partial Prepayment for the Assessor’s Parcel and that a portion of the Maximum Special Tax obligation equal to the remaining percentage (1.00 ‐ F) of the Maximum Special Tax obligation will continue to be levied on the Assessor’s Parcel pursuant to Section E.

H. TERMINATION OF SPECIAL TAX
For each Fiscal Year that any CFD No. 2023‐2 IA 1 Bonds are outstanding the Special Tax shall be levied on all Assessor’s Parcels subject to the Special Tax. The Special Tax shall cease not later than the 2069‐2070 Fiscal Year, however, Special Tax will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determined (i) that all the required interest and principal payments on the CFD No. 2023‐2 IA 1 Bonds have been paid; (ii) all authorized facilities of CFD No. 2023‐2 IA 1 have been acquired and all reimbursements to the developer have been paid, (iii) no delinquent Special Taxes remain uncollected and (iv) all other obligations of CFD No. 2023‐2 IA 1 have been satisfied.

I. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2023‐2 IA 1 may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor’s Parcels as permitted by the Act.

J. APPEALS OF SPECIAL TAXES
Any taxpayer may file a written appeal of the Special Taxes on his/her Assessor’s Parcel(s) with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes. During pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator City of Menifee
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agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant’s Assessor’s Parcel(s). No refunds of previously paid Special Taxes shall be made.

The CFD Administrator shall interpret this Rate and Method of Apportionment and make determinations relative to the annual levy and administration of the Special Taxes and any taxpayer who appeals, as herein specified.

City of Menifee
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APPENDIX B
Rate and Method of Apportionment
for Improvement Area 2
Item Title: 11.1
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RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES FOR
COMMUNITY FACILITIES DISTRICT NO. 2023‐2 (CIMARRON RIDGE)

OF THE CITY OF MENIFEE
IMPROVEMENT AREA NO. 2
A Special Tax (all capitalized terms are defined in Section A, “Definitions”, below) shall be applicable to each Assessor’s Parcel of Taxable Property located within the boundaries of Improvement Area No. 2 Community Facilities District No. 2023‐2 (Cimarron Ridge) of the City of Menifee ("CFD No. 2023‐2 IA 2").

The amount of Special Tax to be levied in each Fiscal Year on an Assessor’s Parcel shall be determined by the City Council of the City of Menifee, acting in its capacity as the legislative body of CFD No. 2023‐2 IA 2, by applying the appropriate Special Tax for Developed Property, Approved Property, Undeveloped Property, and Provisional Undeveloped Property that is not Exempt Property as set forth below. All of the real property, unless exempted by law or by the provisions hereof in Section F, shall be taxed for the purposes, to the extent and in the manner herein provided.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Accessory Dwelling Unit” means a residential unit of limited size including a smaller second unit that shares an Assessor’s Parcel with Single Family Residential Property that has a stand‐alone Residential Unit. "Acre or Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County parcel map or instrument. The square footage of an Assessor’s Parcel is equal to the Acreage multiplied by 43,560. "Act" means the Mello‐Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the Government Code of the State of California.
"Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of CFD No. 2023‐2 IA 2: the costs of computing the Special Taxes and preparing the Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the City or otherwise); the costs of remitting Special Taxes to the Trustee; the costs of the Trustee (including legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD No. 2023‐2 IA 2 or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD No. 2023‐2 IA 2 or any designee thereof of complying with disclosure requirements of the City, CFD No. 2023‐2 IA 2 and any major property owner associated with applicable federal and state securities laws and the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2023‐2 IA 2 or any designee thereof related to an appeal of the Special Tax; the costs associated with the release of funds from an escrow account; and the City’s annual administration fees and third party expenses. Administration Expenses shall also include amounts estimated by the CFD Administrator or advanced by the City or CFD No. 2023‐2 IA 2 for any other administrative purposes of CFD No. 2023‐2 IA 2, including attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

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"Approved Property" means all Assessor’s Parcels of Taxable Property: (i) that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax is being levied, (ii) that have an assigned Assessor’s Parcel Number from the County shown on an Assessor’s Parcel Map for the individual lot included on the Final Map, and (iii) that have not been issued a building permit on or before May 1st preceding the Fiscal Year in which the Special Tax is being levied. "Assessor’s Parcel" means a lot or parcel of land designated on an Assessor’s Parcel Map with an assigned Assessor’s Parcel Number.
"Assessor’s Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.
"Assessor’s Parcel Number" means that number assigned to an Assessor’s Parcel by the County for purposes of identification.
"Assigned Special Tax" means the Special Tax of that name described in Section D below. "Backup Special Tax" means the Special Tax of that name described in Section D below. "Boundary Map" means a recorded map of the CFD which indicates the boundaries of the CFD. "Building Permit" means the first legal document issued by a local agency giving official permission for new construction. For purposes of this definition, “Building Permit” may or may not include any subsequent building permit document(s) authorizing new construction on an Assessor’s Parcel that are issued or changed by the City after the first original issuance, as determined by the CFD Administrator as necessary to fairly allocate Special Tax to the Assessor’s Parcel, provided that following such determination the Maximum Special Tax that may be levied in each Fiscal Year on all Assessor’s Parcels of Taxable Property will be at least 1.1 times annual debt service on all outstanding CFD No. 2023‐2 IA 2 Bonds plus the estimated annual Administrative Expenses for such Fiscal Year. "Building Square Footage" or "BSF" means the square footage of assessable internal living space, exclusive of garages or other structures not used as living space, as determined by reference to the Building Permit for such Assessor’s Parcel.
"Calendar Year" means the period commencing January 1 of any year and ending the following December

31. "CFD” or “CFD No. 2023‐2" means Community Facilities District No. 2023‐2 (Cimarron Ridge) established by the City under the Act.
“CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement, and providing for the levy and collection of the Special Taxes. “CFD No. 2023‐2 IA 2" means Improvement Area No. 2 of CFD No. 2023‐2 as identified on the boundary map for CFD No. 2023‐2.
"CFD No. 2023‐2 IA 2 Bonds" means any obligation to repay a sum of money, including obligations in the form of bonds, notes, certificates of participation, long‐term leases, loans from government agencies, or City of Menifee
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loans from banks, other financial institutions, private businesses, or individuals, or long‐term contracts, or any refunding thereof, to which Special Tax of CFD No. 2023‐2 IA 2 have been pledged. “City” means the City of Menifee.
"City Council" means the City Council of the City of Menifee, acting as the Legislative Body of CFD No. 2023‐2 IA 2.
“Condominium Plan" means a condominium plan as set forth in California Civil Code, Section 4285. "County" means the County of Riverside.
"Developed Property" means all Assessor’s Parcels: (i) that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax is being levied, (ii) that have an Assessor’s Parcel Number from the County shown on an Assessor’s Parcel Map for the individual lot included on the Final Map, and (iii) for which a Building Permit for new construction was issued on or before May 1st preceding the Fiscal Year in which the Special Tax is being levied. "Exempt Property" means all Assessor’s Parcels designated as being exempt from Special Taxes as provided for in Section F.
"Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a Condominium Plan pursuant to California Civil Code Section 4285 that creates individual lots for which Building Permits may be issued without further subdivision. "Fiscal Year" means the period commencing on July 1st of any year and ending the following June 30th. “Indenture” means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which CFD No. 2023‐2 IA 2 Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. “Land Use Category” means any of the categories listed in Table 1, Table 2, and Table 3 of Section D. "Maximum Special Tax" means for each Assessor’s Parcel, the maximum Special Tax, determined in accordance with Section D below, that can be levied by CFD No. 2023‐2 IA 2 in any Fiscal Year on such Assessor’s Parcel.
“Multifamily Property” means all Assessor’s Parcels of Developed Property for which a Building Permit has been issued for the purpose of constructing a building or buildings comprised of attached Residential Units available for rental by the general public, not for sale to an end user, and under common management, as determined by the CFD Administrator.
"Non‐Residential Property" or “NR” means all Assessor's Parcels for which a building permit(s) was issued or will be issued for a non‐residential use. The CFD Administrator shall make the determination if an Assessor’s Parcel is Non‐Residential Property.
"Partial Prepayment Amount" means the amount required to prepay a portion of the Special Tax obligation for an Assessor’s Parcel, as described in Section G.2.

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"Prepayment Amount" means the amount required to prepay the Special Tax obligation in full for an Assessor’s Parcel, as described in Section G.1.
“Proportionately” means for Taxable Property that is (i) Developed Property, that the ratio of the actual Special Tax levy to the Assigned Special Tax is the same for all Assessor’s Parcels of Developed Property, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Assessor’s Parcels of Approved Property, and (iii) Undeveloped Property, or Provisional Undeveloped Property, that the ratio of the actual Special Tax levy per Acre to the Maximum Special Tax per Acre is the same for all Assessor’s Parcels of Undeveloped Property, or Provisional Undeveloped Property, as applicable.
"Provisional Undeveloped Property" means all Assessor’s Parcels of Taxable Property that would otherwise be classified as Exempt Property pursuant to the provisions of Section F, but cannot be classified as Exempt Property because to do so would be reduce the Acreage of all Taxable Property below the required minimum Acreage set forth in Section F. "Rate and Method of Apportionment" means this Rate and Method of Apportionment of Special Tax for CFD No. 2023‐2 IA 2.
"Residential Property" means all Assessor’s Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more Residential Units. “Residential Unit” or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the CFD Administrator. An Accessory Dwelling Unit that shares an Assessor’s Parcel with a Single Family Residential Property shall not be considered a Residential Unit for purposes of this Rate and Method of Apportionment.
“Single Family Residential Property” means all Assessor’s Parcels of Residential Property other than Multifamily Property.
"Special Tax" or “Special Taxes” means any of the special taxes authorized to be levied within CFD No. 2023‐2 IA 2 pursuant to the Act to fund the Special Tax Requirement. "Special Tax Requirement" means the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding CFD No. 2023‐2 IA 2 Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses, (iii) the costs associated with the release of funds from an escrow account, (iv) any amount required to replenish any reserve funds established in association with the CFD No. 2023‐2 IA 2 Bonds, (v) an amount equal to any anticipated shortfall due to Special Tax delinquencies, (vi) for debt service on CFD No. 2023‐2 IA 2 Bonds anticipated to be issued, and (vii) for the collection or accumulation of funds for the acquisition or construction of facilities authorized by CFD No. 2023‐2 IA 2, provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on Approved Property or Undeveloped Property as set forth in Steps Two or Three of Section E., less (vii) any amounts available to pay debt service or other periodic costs on the CFD No. 2023‐2 IA 2 Bonds pursuant to the Indenture.
“Tax Zone(s)” means the geographical area(s) within CFD No. 2023‐2 IA 2 identified as Tax Zone 1, Tax Zone 2, or Tax Zone 3 as shown on the Boundary Map.

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“Tax Zone 1” means all property located within CFD No. 2023‐2 IA 2 and identified on the Boundary Map as Tax Zone 1.
“Tax Zone 2” means all property located within CFD No. 2023‐2 IA 2 and identified on the Boundary Map as Tax Zone 2.
“Tax Zone 3” means all property located within CFD No. 2023‐2 IA 2 and identified on the Boundary Map as Tax Zone 3.
"Taxable Property" means all Assessor’s Parcels within CFD No. 2023‐2 IA 2, which are not Exempt Property.
“Taxable Unit” means either a Residential Unit or an Acre. “Trustee” means the trustee, fiscal agent, or paying agent under the Indenture. "Undeveloped Property" means all Assessor’s Parcels of Taxable Property which are not Developed Property, Approved Property, Provisional Undeveloped Property.

C. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX
Each Fiscal Year, beginning with Fiscal Year 2023‐2024, each Assessor’s Parcel within CFD No. 2023‐2 IA 2 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor’s Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property. In addition, each Assessor’s Parcel of Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property shall be further classified as being within Tax Zone 1, Tax Zone 2, or Tax Zone 3.

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D. MAXIMUM SPECIAL TAX

TABLE 1

ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY
WITHIN TAX ZONE 1
(FISCAL YEAR 2023‐2024)
Assigned
Taxable
Unit
RU
RU
Acre
Acre
Special Tax Per
Taxable Unit
$1,617.00
Land Use Category

1. Single Family Residential Property

2. Single Family Residential Property

3. Multifamily Property
Building Square Footage
Less than 2,300 sq. ft
Greater than 2,300 sq. ft
N/A
$1,920.00
$9,661.00
$9,661.004. Non‐Residential Property N/A
On each July 1, commencing July 1, 2024, the Assigned Special Tax rate for Developed Property in Tax Zone 1 shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

City of Menifee
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TABLE 2

ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY
WITHIN TAX ZONE 2
(FISCAL YEAR 2023‐2024)
Assigned
Special Tax Per
Taxable Unit
$1,543.00
Taxable
Unit
RU
RU
RU
RU
RU
Acre
Acre
Land Use Category Building Square Footage
Less than 1,700 sq. ft
1,700 sq. ft to 1,900 sq. ft
1,901 sq. ft to 2,100 sq. ft
2,101 sq. ft to 2,300 sq. ft
Greater than 2,300 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property

4. Single Family Residential Property

5. Single Family Residential Property

6. Multifamily Property
$1,625.00
$1,749.00
$1,816.00
$1,873.00
$11,722.00
$11,722.007. Non‐Residential Property N/A
On each July 1, commencing July 1, 2024, the Assigned Special Tax rate for Developed Property in Tax Zone 2 shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

TABLE 3

ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY
WITHIN TAX ZONE 3
(FISCAL YEAR 2023‐2024)
Assigned
Taxable
Unit
RU
RU
RU
RU
RU
RU
Acre
Acre
Special Tax Per
Taxable Unit
$1,681.00
$1,753.00
$1,790.00
$1,826.00
$1,848.00
$1,869.00
$8,853.00
$8,853.00
Land Use Category Building Square Footage
Less than 2,500 sq. ft
2,500 sq. ft to 2,700 sq. ft
2,701 sq. ft to 2,900 sq. ft
2,901 sq. ft to 3,100 sq. ft
3,101 sq. ft to 3,300 sq. ft
Greater than 3,300 sq. ft
N/A

1. Single Family Residential Property

2. Single Family Residential Property

3. Single Family Residential Property

4. Single Family Residential Property

5. Single Family Residential Property

6. Single Family Residential Property

7. Multifamily Property

8. Non‐Residential Property N/A
On each July 1, commencing July 1, 2024, the Assigned Special Tax rate for Developed Property in Tax Zone 3 shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year. b. Multiple Land Use Categories
In some instances an Assessor’s Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax levied on an Assessor’s Parcel shall be the sum of the Maximum Special Tax for all Land Use Categories located on the Assessor’s Parcel. The CFD Administrator’s allocation to each type of property shall be final.
c. Backup Special Tax
When a Final Map is recorded, the Administrator shall determine which Tax Zone the Final Map area lies within and the Backup Special Tax for an Assessor’s Parcel within the Final Map classified or to be classified as Single Family Property shall calculated according to the following formula.

City of Menifee
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April 19, 2023
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B = (U x A) / L
The terms above have the following meanings:

In the event any portion of the Final Map is changed or modified, the Backup Special Tax for all Assessor’s Parcels within such changed or modified area shall be determined by Table 4 below:

TABLE 4

MAXIMUM SPECIAL TAX PER ACRE
(FISCAL YEAR 2023‐2024)
Maximum Special Tax
Tax Zone per Acre
1 2
3 $9,661
$11,722
$8,853
In the event any superseding Final Map is recorded as a Final Map within the boundaries of the CFD, the Backup Special Tax for all Assessor’s Parcels within such Final Map shall be on the rate per Acre shown in the table above. The Backup Special Tax shall not apply to Multifamily Residential Property, or Non‐Residential Property.

On each July 1, commencing July 1, 2024, the Backup Special Tax rate shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

The Maximum Special Tax for each Assessor’s Parcel of Approved Property expected to be classified as Multifamily Residential Property or Non‐Residential Property shall be $9,661 per Acre for Tax Zone 1, $11,722 per Acre for Tax Zone 2, and $8,853 per Acre for Tax Zone 3.

City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 8 Item Title: 11.1
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On each July 1, commencing July 1, 2024, the Maximum Special Tax rate for Approved Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

3. Undeveloped Property and Provisional Undeveloped Property that is not Exempt Property pursuant to the provisions of Section F
The Maximum Special Tax for each Assessor’s Parcel of Undeveloped Property and Provisional Undeveloped Property that is not Exempt Property shall be equal to the product of $9,661 per Acre for Tax Zone 1, $11,722 per Acre for Tax Zone 2, and $8,853 per Acre for Tax Zone 3, in each case multiplied by the Acreage of such Assessor’s Parcel.

Step Three:

Step Four:

Step Five:

City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 9 Item Title: 11.1
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April 19, 2023
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TABLE 5

MINIMUM TAXABLE ACRES
Tax Zone Acres

2.20 37.29

15.70 1
2 3
Notwithstanding the above, the City Council shall not classify an Assessor’s Parcel as Exempt Property if such classification would reduce the total Acreage of all Taxable Property to less than the Acres shown in Table 5 per Tax Zone. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than the Acres shown in Table 5 per Tax Zone will be classified as Provisional Undeveloped Property, and will be subject to Special Tax pursuant to Step Five in Section E.

G. PREPAYMENT OF SPECIAL TAX
The following additional definitions apply to this Section G:
“CFD Public Facilities” means $9,000,000 expressed in 2023 dollars, which shall increase by the Construction Inflation Index on July 1, 2024, and on each July 1 thereafter, or such lower amount (i) determined by the City Council as sufficient to provide the public facilities under the authorized bonding program for CFD No. 2023‐2 IA 2, or (ii) determined by the City Council concurrently with a covenant that it will not issue any more CFD No. 2023‐2 IA 2 Bonds to be supported by Special Tax levied under this Rate and Method of Apportionment.
“Construction Fund” means an account specifically identified in the Indenture or functionally equivalent to hold funds, which are currently available for expenditure to acquire or construct public facilities eligible to be financed by CFD No. 2023‐2 IA 2.

City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 10 Item Title: 11.1
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“Construction Inflation Index” means the annual percentage change in the Engineering News‐Record Building Cost Index for the City of Los Angeles, measured as of the Calendar Year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the City that is reasonably comparable to the Engineering News‐ Record Building Cost Index for the City of Los Angeles. “Future Facilities Costs” means the CFD Public Facilities minus (i) public facility costs previously funded from the Construction Fund, (ii) public facility costs available to be funded through existing construction or escrow accounts funded by the Outstanding Bonds, and (iii) public facility costs funded by interest earnings on the Construction Fund actually earned prior to the date of prepayment. “Outstanding Bonds” means all previously issued CFD No. 2023‐2 IA 2 Bonds issued and secured by the levy of Special Tax which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding CFD No. 2023‐2 IA 2 Bonds to be redeemed at a later date with the proceeds of prior prepayments of Special Tax.

1. Prepayment in Full
The Maximum Special Tax obligation may be prepaid and permanently satisfied for (i) Assessor’s Parcels of Developed Property, (ii) Assessor’s Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, (iii) Approved Property or Undeveloped Property for which a Building Permit has not been issued and (iv) Assessor’s Parcels of Public Property Provisional Undeveloped Property that are not Exempt Property pursuant to Section F. The Maximum Special Tax obligation applicable to an Assessor’s Parcel may be fully prepaid and the obligation to pay the Special Tax for such Assessor’s Parcel permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment. An owner of an Assessor’s Parcel intending to prepay the Maximum Special Tax obligation for such Assessor’s Parcel shall provide the CFD Administrator with written notice of intent to prepay, and within 5 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non‐refundable deposit determined to cover the cost to be incurred by the CFD in calculating the Prepayment Amount (as defined below) for the Assessor’s Parcel. Within 15 days of receipt of such non‐refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount for the Assessor’s Parcel. Prepayment must be made not less than 60 days prior to the redemption date for any Outstanding Bonds to be redeemed with the proceeds of such prepaid Special Taxes.

The Prepayment Amount (defined below) shall be calculated as follows (capitalized terms are defined below):

City of Menifee
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1. 2.

Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel.

For an Assessor’s Parcel of Developed Property, compute the Maximum Special Tax for the Assessor’s Parcel. For an Assessor’s Parcel of Approved Property or Undeveloped Property for which a Building Permit has been issued, compute the Maximum Special Tax for the Assessor’s Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been issued for the Assessor’s Parcel. For an Assessor’s Parcel of Approved Property or Undeveloped Property for which a Building Permit has not been issued, Public Property or Provisional Undeveloped Property compute the Maximum Special Tax for the Assessor’s Parcel.

5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

6. 7.

Determine the Future Facilities Costs.

9. Determine the Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year which have not yet been paid.

11. Add the amounts derived pursuant to paragraphs 8 and 9 and subtract the amount derived pursuant to paragraph 10 (the “Defeasance Amount”).

City of Menifee
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13. The reserve fund credit (the “Reserve Fund Credit”) shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero.

PP = ((PE – A) x F) + A
These terms have the following meaning:

City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 13 Item Title: 11.1
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PP = Partial Prepayment Amount
PE = the Prepayment Amount calculated according to Section G.1 F = the percent by which the owner of the Assessor’s Parcel(s) is partially prepaying the Maximum Special Tax obligation
A = the Administrative Fees and Expenses determined pursuant to Section G.1 The owner of an Assessor’s Parcel who desires to partially prepay the Maximum Special Tax obligation for the Assessor’s Parcel shall notify the CFD Administrator of (i) such owner’s intent to partially prepay the Maximum Special Tax obligation, (ii) the percentage of the Maximum Special Tax obligation such owner wishes to prepay, and (iii) the company or agency that will be acting as the escrow agent, if any. Within 5 days of receipt of such notice, the CFD Administrator shall notify such property owner of the amount of the non‐refundable deposit determined to cover the cost to be incurred by the CFD in calculating the amount of a partial prepayment. Within 15 business days of receipt of such non‐refundable deposit, the CFD Administrator shall notify such owner of the amount of the Partial Prepayment Amount for the Assessor’s Parcel. A Partial Prepayment Amount must be made not less than 60 days prior to the redemption date for the Outstanding Bonds to be redeemed with the proceeds of the Partial Prepayment Amount.

H. TERMINATION OF SPECIAL TAX
For each Fiscal Year that any CFD No. 2023‐2 IA 2 Bonds are outstanding the Special Tax shall be levied on all Assessor’s Parcels subject to the Special Tax. The Special Tax shall cease not later than the 2069‐2070 Fiscal Year, however, Special Tax will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determined (i) that all the required interest and principal payments on the CFD No. 2023‐2 IA 2 Bonds have been paid; (ii) all authorized facilities of CFD No. 2023‐2 IA 2 have been acquired and all reimbursements to the developer have been paid, (iii) no delinquent Special Taxes remain uncollected and (iv) all other obligations of CFD No. 2023‐2 IA 2 have been satisfied.

I. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2023‐2 IA 2 may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor’s Parcels as permitted by the Act.

J. APPEALS OF SPECIAL TAXES
Any taxpayer may file a written appeal of the Special Taxes on his/her Assessor’s Parcel(s) with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes. During pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 14 Item Title: 11.1
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Cimarron
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Item Page Number: 70
Menifee Mayor and City Council
April 19, 2023
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Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant’s Assessor’s Parcel(s). No refunds of previously paid Special Taxes shall be made.

City of Menifee
Community Facilities District No. 2023‐2 (Cimarron Ridge) Page 15 Item Title: 11.1
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2023-2,

Cimarron
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Item Page Number: 71
Menifee Mayor and City Council
April 19, 2023
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APPENDIX C
Boundary Map
Item Title: 11.1
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Item Title: 11.1
Ordinance Introduction and Formation of Community Facilities District Community Facilities District No. 2023-2, Cimarron Ridge (Facilities) Item Page Number: 73
Menifee Mayor and City Council
April 19, 2023
Page
431 of 538

Item Title: 11.1
Ordinance Introduction and Formation of Community Facilities District Community Facilities District No. 2023-2, Cimarron Ridge (Facilities) Item Page Number: 74
Menifee Mayor and City Council
April 19, 2023
Page
432 of 538

Item Title: 11.1
Ordinance Introduction and Formation of Community Facilities District Community Facilities District No. 2023-2, Cimarron Ridge (Facilities) Item Page Number: 75
Menifee Mayor and City Council
April 19, 2023
Page
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APPENDIX D
Resolution of Intention
Item Title: 11.1
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Ridge (Facilities)
Item Page Number: 103
Menifee Mayor and City Council
April 19, 2023
Page
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Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 104
Menifee Mayor and City Council
April 19, 2023
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Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 105
Menifee Mayor and City Council
April 19, 2023
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Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 106
Menifee Mayor and City Council
April 19, 2023
Page
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Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 107
Menifee Mayor and City Council
April 19, 2023
Page
465 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 108
Menifee Mayor and City Council
April 19, 2023
Page
466 of 538

Item Title: 11.1
Ordinance

Introduction

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Formation

Community

Facilities

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Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 109
Menifee Mayor and City Council
April 19, 2023
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467 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 110
Menifee Mayor and City Council
April 19, 2023
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468 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

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Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 111
Menifee Mayor and City Council
April 19, 2023
Page
469 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 112
Menifee Mayor and City Council
April 19, 2023
Page
470 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 113
Menifee Mayor and City Council
April 19, 2023
Page
471 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 114
Menifee Mayor and City Council
April 19, 2023
Page
472 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 115
Menifee Mayor and City Council
April 19, 2023
Page
473 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 116
Menifee Mayor and City Council
April 19, 2023
Page
474 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 117
Menifee Mayor and City Council
April 19, 2023
Page
475 of 538

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 118
Menifee Mayor and City Council
April 19, 2023
Page
476 of 538

4893-1119-4714v4/200299-0016
COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE)

OF THE CITY OF MENIFEE

ACQUISITION, CONSTRUCTION AND FUNDING AGREEMENT
THIS ACQUISITION, CONSTRUCTION AND FUNDING AGREEMENT (the “Agreement”) is made and entered into by and between CITY OF MENIFEE (the “City”), acting for and on behalf of itself and COMMUNITY FACILITIES DISTRICT NO. 2023-2 (CIMARRON RIDGE) OF THE CITY OF MENIFEE (the “Community Facilities District” or “CFD”) and PULTE HOME COMPANY, LLC, a Michigan limited liability company (the “Developer”), each individually a “Party” and collectively the “Parties.”
WHEREAS, Developer has requested that the City consider the formation of the CFD and the designation of Improvement Area No. 1 and Improvement Area No. 2 therein (each an “Improvement Area” and together the “Improvement Areas”) pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), and undertake proceedings for the authorization of special taxes and issuance of bonded indebtedness for the payment of the construction and/or acquisition of certain improvements to be owned, operated or maintained by the City, Eastern Municipal Water District (the “Water District”), Romoland School District, Menifee Union School District, and Perris Union High School District (the “Perris School District”), and incidental expenses in accordance with the Act; and
WHEREAS, in order to proceed in a timely way with development of its property within the CFD which is described in the attached Exhibit “A” (the “Developer Property”), Developer desires to fund through the Community Facilities District (i) the City’s acquisition or construction of certain improvements that are to be owned, operated and maintained by the City or are otherwise required to be constructed by the City (“City Improvements”), as more particularly set forth and described in the Description of Cost Estimates attached hereto as Exhibit “B,” (ii) improvements included in the City’s fee programs (the “City Fee Facility Improvements”), as more particularly set forth and described in Exhibit “B,” and (iii) the improvements of the Water District, the Menifee Union School District, Romoland School District and the Perris School District described in Exhibit “C” hereto (the “Miscellaneous Improvements” and together with the City Improvements and the City Fee Facilities Improvements, collectively the “Improvements”); and WHEREAS, the City is authorized by the Act to form the CFD and to issue bonds secured by Special Taxes (as defined in Section 2.2) of each Improvement Area of the CFD (the “Bonds”) to fund the Improvements; and
WHEREAS, the City Council has adopted the City’s policies and procedures concerning the use of special district financing programs to finance the Improvements (the “Policy”); and WHEREAS, the purpose of this Agreement is to constitute a formal understanding between Developer and the City (pursuant to the requirements of Government Code Section 53313.51 and other provisions of the Act and the Policy) concerning financial and other obligations and responsibilities related to the formation of the Community Facilities District and the Improvements to be financed by the Community Facilities District, when and if formed, to the extent funds are available, and to set forth the conditions upon which (1) the Community Facilities District will reimburse Developer or its designee for the cost of the City Improvements constructed by or on Item Title: 11.1
Ordinance

Introduction

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Formation

Community

Facilities

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Community

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No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 119
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April 19, 2023
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2 4893-1119-4714v4/200299-0016
behalf of the Developer and (2) the Community Facilities District will fund the City Fee Facility Improvements thereby satisfying corresponding City fees; and (3) the Community Facilities District will also fund the Miscellaneous Improvements described in Exhibit “C.” NOW, THEREFORE, it is mutually agreed between the respective Parties as follows:

1. Feasibility Study. The City has retained, at the Developer’s expense, the necessary consultants to analyze the proposed formation of the CFD, including the special tax consultant, bond counsel, and other consultants deemed necessary by the City. The Developer has advanced to the City a sum of money for such costs, all or a part of which may be eligible for reimbursement from the CFD in accordance with the Reimbursement Agreement dated as of March 1, 2023 (the “Reimbursement Agreement”) between the Developer and the City.

2.Sale of Bonds.

2.1 City Policies. The City Council has adopted the Policy, setting forth the City’s policies and procedures concerning the use of special district financing programs to finance the Improvements. Pursuant to the Policy, the total annual amount of the special taxes to be collected with respect to a parcel within an Improvement Area and all other taxes and assessments which will be collected with respect to such parcel from the secured tax roll must not exceed two percent (2%) of the Fair Market Value (as defined in the Policy) of such parcel at the time of CFD formation.

The Parties hereby agree that, unless waived by the City, at the time of issuance of the Bonds for an Improvement Area the ratio of the value of all parcels of property within the Improvement Area for which the Bonds are being issued to the amount of outstanding community facilities district or assessment district bonds attributable to such parcels (the “Value-to-Lien Ratio”) may not be less than four-to-one (4:1). Unless waived by the City, the Fair Market Value of the property within an Improvement Area for purposes of determining the foregoing ratio will be determined based on the appraised value of the property based on the appraisal made by an appraiser selected by the City with a valuation date within three (3) months of the issuance of the Bonds, or, with respect to developed projects (as determined in the sole discretion of the City) or issuance of refunding bonds, the assessed value of the property, or some combination thereof. Subject to satisfaction of the Policy and the requirements of this Agreement, the City shall use reasonable efforts to issue and sell the Bonds for an Improvement Area in one or more series in an amount sufficient to fund the Improvements in accordance with the schedule for development of the Developer Property. The ultimate decision as to issuance and sizing lies in the sole legislative discretion of the City.

2.2 Security for Payment of Special Taxes.
(a) Concurrently with the issuance and sale of each series of the Bonds, the owner of any land within an Improvement Area which the City has determined, in its sole discretion, to use in the sizing of such series of Bonds (the “Sizing Property”), together with any Sizing Property owned by any affiliate (collectively, an “Account Party”), for which the Maximum Special Taxes for the then-current fiscal year (as defined in the Rate and Method of Apportionment of Special Tax for an Improvement Area (each a “Rate and Method”) and such Special Tax referred to herein as the “Special Tax” or “Special Taxes”), are equal to or exceed 20% of the aggregate Maximum Special Taxes authorized to be levied on the Sizing Property in such fiscal year, shall deliver to the City either (i) a renewable irrevocable instrument of credit from a financial institution Item Title: 11.1
Ordinance

Introduction

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Formation

Community

Facilities

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Community

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No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 120
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April 19, 2023
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3 4893-1119-4714v4/200299-0016
(rated “A” or better) and approved by the City, or (ii) cash in-lieu thereof (a “Security”). The Security shall be in an amount equal to 200% of the product of the maximum annual debt service on the Bonds for the Improvement Area proposed to be issued times a fraction the numerator of which is the aggregate Maximum Special Taxes on the Sizing Property in the then current fiscal year applicable to the land owned by the Account Party and the denominator of which is the total Maximum Special Taxes applicable to all of the Sizing Property in such fiscal year (the “Stated Amount”). The Security shall be maintained by the Account Party in each fiscal year until terminated in accordance with Section 2.2(c) below. While the Security is still required the Stated Amount of such Security shall be reduced as set forth in a Certificate of Reduction or Termination (as defined in Section 2.2(c) below).

The Security shall name the Fiscal Agent as a beneficiary and shall provide that the Fiscal Agent may draw an amount equal to any delinquencies in payment of semiannual installments of the Special Taxes levied on property owned by the Account Party in the Improvement Area. The total amount to be drawn under the Security shall not exceed an amount equal to the Special Taxes owed by the Account Party with respect to property within the Improvement Area that is delinquent at the time the draw is made. The amount drawn on the Security shall be applied in the same manner and for the same purposes as the delinquent Special Taxes would have been applied; provided, however the payment of a draw under the Security will not be deemed to cure the delinquency in payment of the Special Taxes.

If, subsequent to a draw on the Security and prior to the satisfaction of any reimbursements due to the institution providing the Security (the “Security Provider”) pursuant to this Agreement, the City receives payment of all or a portion of the delinquent Special Taxes or the proceeds of a sale of delinquent real property pursuant to foreclosure proceedings (“Delinquency Proceeds”) for a parcel for which the Security has been drawn, the Security Provider (or its designee, which may be the Developer) shall be reimbursed for such draws to the extent of Delinquency Proceeds net of the City’s costs of collection. The Security Provider is intended by the Parties to be a third party beneficiary of this Section 2.2.
(b) The Security shall be renewed, or a substitute Security reasonably satisfactory to the City (a “Substitute Security”) provided, not less than thirty (30) calendar days prior to the expiration of the Security or Substitute Security then in effect. If the Account Party provides a Substitute Security to the City, then the Fiscal Agent shall return any existing Security on the effective date of the Substitute Security to the Security Provider.

If the Security is not renewed within thirty (30) days prior to its expiration date and the requirements for release or termination of the Security as set forth in Section 2.2(c) below have not then been met, the full amount of the Security may be drawn by the Fiscal Agent and deposited in an account established under the Indenture (as hereinafter defined) or in such account established with a financial institution selected by the City. Thereafter, amounts in such account shall be held as security, and if Special Taxes owed by the Account Party with respect to property within the Improvement Area are not paid prior to delinquency, then such amounts in such account may be applied by the City to pay the delinquent Special Taxes owed by the Account Party with respect to such property on the same terms and conditions applicable hereunder to draws on the Security.

At such time as the Security is renewed, or a Substitute Security is accepted by the Fiscal Agent, or the requirement for the Security has been terminated pursuant to this section, Item Title: 11.1
Ordinance

Introduction

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Formation

Community

Facilities

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Community

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No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 121
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April 19, 2023
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the City or its designee, shall release all amounts in the Security account to the Security Provider (or its designee, which may be the Developer) within ten (10) calendar days from the date of renewal or acceptance.
(c) Following the sale or transfer by the Account Party of any property to a person other than the Account Party, or upon the prepayment of the Special Tax obligation for a parcel owned by the Account Party, the Account Party shall notify the Community Facilities District of such event, in writing, and, if requested by the Account Party, the Stated Amount of the Security shall be reduced and be recalculated in accordance with this Section 2.2; provided, however, that any costs associated with the recalculation and reduction shall be borne by the Account Party. Subject to Section 2.2(d) below, the Stated Amount may be reduced to an amount equal to 200% of the product of the maximum annual debt service on the outstanding Bonds times a fraction the numerator of which is the aggregate Maximum Special Taxes applicable to the Sizing Property owned by the Account Party and the denominator of which is the total Maximum Special Taxes to all of the Sizing Property as of the date of calculation. The Security shall be terminated when the Account Party has paid all Special Taxes in the current fiscal year and the Sizing Property owned by the Account Party is expected to be responsible for less than 20% of the Maximum Special Taxes in the next fiscal year.

Reduction or termination of a Security shall occur automatically upon submission to the Security Provider by the Fiscal Agent of a “Certificate of Reduction or Termination” upon valuation of the Certificate of Reduction or Termination by the City. The City shall direct that the Fiscal Agent deliver to the Security Provider such Certificate of Reduction or Termination promptly upon receiving from the Account Party a certification which shall be made under penalty of perjury and which shall indicate (i) the legal description of all Sizing Property owned by the Account Party, and either (ii) a recalculation of the new Stated Amount that the Account Party proposes be applicable to the Security or (iii) if termination of the Security is requested, a statement that one of the requirements set forth in the preceding paragraph for termination of the Security has been satisfied.

The Account Party shall notify the City of any events that will result in a reduction of the Stated Amount of the Security and shall provide the City with verification of said events. The Account Party may provide the Fiscal Agent with a Substitute Security in the reduced amount, and the Fiscal Agent shall release and return to the Security Provider the Security then in effect. The Parties expressly acknowledge that the Account Party’s failure to so notify the City or to reduce the Security at the times prescribed herein shall in no way effect or invalidate sale or transfer of property, or recordation of maps on property.
(d) If the Sizing Property is sold or transferred by an Account Party with the result that the Sizing Property owned by the transferee or any of its affiliates (“Transferee”) is responsible for 20% or more of the aggregate Maximum Special Taxes of all Sizing Property, a Security on the same terms specified in Section 2.2(a) above will be furnished by Transferee with respect to all land owned by such Transferee with respect to the Sizing Property. Any applicable purchase and sale agreement and/or escrow instructions shall notify the Transferee of this Security requirement and obligate the Transferee to provide such Security, if applicable. The Security of the Account Party will not be reduced to reflect the sale or transfer of such Sizing Property until a Security is furnished by the Transferee and accepted by the Fiscal Agent. The issuing financial institution and the form and terms of said Security will be subject to reasonable prior approval by the City. All terms provided in this Section 2.2 are applicable to the Transferee by replacing the term “Account Party” at each place where it occurs in each section with the term “Transferee.” Each Item Title: 11.1
Ordinance

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2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 122
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April 19, 2023
Page
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5 4893-1119-4714v4/200299-0016
provider of a Security for a Transferee shall be an express third party beneficiary of the provisions of this Section 2.2.

Any costs related to the holding or maintaining the Security, including any fees of a fiscal agent, trustee or other depository shall be borne by the Account Party.

2.3 Major Landowner Initial and Continuing Disclosure. An owner of land which is responsible for twenty percent (20%) or more of the Special Tax levy applicable to the Sizing Property in the fiscal year in which the Bonds are issued or in the fiscal year following the fiscal year in which the Bonds are issued (a “Major Landowner”) will be required to provide all information regarding the development of its property, including the financing plan for such development, which is necessary to ensure that the official statement for such Bonds complies with the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) and all other applicable federal and state securities laws. Additionally, Developer acknowledges that, if it is a Major Landowner at the time of issuance of the Bonds, it will be necessary that Developer enter into a continuing disclosure agreement to provide such continuing disclosure pertaining to the development of the land owned by Developer within the Improvement Area to assist in the marketing of the Bonds

2.4 Bond Issuance Parameters. The terms and conditions upon which each series of the Bonds shall be issued and sold, the method of sale of the Bonds and the pricing of the Bonds shall be determined solely by the City in its legislative discretion in conformance with the Act, the Policy, and this Agreement. Each series of Bonds shall be issued with a term not to exceed 35 years from the date of issuance of the Bonds. The proceeds of the Bonds shall be used in the following priority to (1) fund a reserve fund for the payment of principal and interest with respect to the Bonds in an amount equal to the least of (i) ten percent (10%) of the total bond issue, (ii) maximum annual debt service on Bonds, or (iii) 125% of average annual debt service; (2) fund capitalized interest through the interest payment date on the Bonds for which Special Taxes are not available for payment of debt service on the Bonds or such longer period as requested by the Developer and approved by the City, subject to the Act; (3) reimburse the Developer or its designee pursuant to Section 1 hereof for CFD formation costs advanced by the Developer pursuant to the Reimbursement Agreement which have not already been reimbursed to the Developer from collected Special Tax; (4) pay for costs of issuance of the Bonds including, without limitation, underwriter’s discount, bond counsel and disclosure counsel fees, appraisal and special tax consultant fees, printing, fiscal agent fees, and reasonable Developer legal and financial consultant costs; (5) pay for the costs of forming the Community Facilities District; and (6) pay for the actual costs of the Improvements. The Community Facilities District shall maintain records relating to the disbursements of proceeds of the sale of the Bonds. The Indenture or Resolution or Fiscal Agent Agreement (hereinafter “Indenture”) for the Bonds shall establish an acquisition and construction fund or improvement fund (herein, the “Improvement Fund”) to be held by the fiscal agent (“Fiscal Agent”) into which shall be deposited initially the proceeds of the Bonds net of the amount of proceeds required to fund items (1) through (5) in the second preceding sentence. The Indenture shall also establish separate accounts of the Improvement Fund designated the “City Improvements Account,” “City Fee Facility Improvements Account,” and any Miscellaneous Improvement Account(s) for the Miscellaneous Improvements described in Exhibit “C,” into which shall be deposited such portions of the Improvement Fund as agreed by the Parties and directed by the City in writing at or subsequent to the closing of the sale of the Bonds consistent with the following priorities:

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

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Community

Facilities

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No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 123
Menifee Mayor and City Council
April 19, 2023
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(a) An amount sufficient to fund the reasonable, current estimated cost of the City Fee Facility Improvements anticipated to be funded out of the Bonds being issued shall be deposited in the City Fee Facility Improvements Account (any Special Taxes levied in the Improvement Area and collected by the CFD remaining after the payment of administrative expenses of the CFD for the Improvement Area and the reimbursement of the Developer for CFD formation costs pursuant to Section 1 hereof shall be deposited into the City Fee Facility Improvements Account at the time of Bond issuance, unless otherwise directed in writing by the Developer); (b) If applicable, an amount to be agreed upon between Developer and the CFD prior to the issuance of Bonds sufficient to fund the reasonable, current estimated costs of the City Improvements shall be deposited, or later transferred, to the City Improvements Account; and
(c) If applicable, an amount to be agreed upon between Developer and the CFD prior to the issuance of Bonds sufficient to fund the reasonable, current estimated cost of the Miscellaneous Improvements described in Exhibit “C” hereto, anticipated to be funded out of the Bonds being issued shall be deposited, or later transferred, to the applicable Miscellaneous Improvement Account(s).

Interest earned on moneys deposited in each of the City Fee Facility Improvements Account, the City Improvements Account and the Miscellaneous Improvement Account(s) shall remain in such accounts until such time as all of the Improvements have been funded. Additionally, the Developer may direct the CFD to transfer excess moneys in any of the City Fee Facility Improvements Account, the City Improvements Account or the Miscellaneous Improvement Account(s) to another Account.

The Indenture shall provide that amounts remaining in the Improvement Fund after funding all proposed Improvements (such completion of funding to be agreed by the City and the Developer) shall be deposited in the special tax fund or bond service fund and be applied to pay debt service on the Bonds and/or to call Bonds in advance of maturity.

3. Allocation of Special Taxes. Prior to the issuance of Bonds for an Improvement Area, the City Council of the City, acting as the legislative body of the Community Facilities District, may levy Special Taxes on all parcels classified as Developed Property within such Improvement Area pursuant to the Rate and Method for such Improvement Area. Such Special Taxes collected by the City shall first be applied to fund annual administrative expenses of the Community Facilities District and then to fund Improvements in the same manner as the proceeds of Bonds as set forth herein. Upon sale and delivery of the Bonds, the City shall annually levy the Special Tax as provided for in documents pursuant to which the Bonds were issued. Following the issuance of the last series of Bonds for an Improvement Area, the City shall have no obligation to levy Special Taxes of such Improvement Area to reimburse the Developer for the costs of any Improvements not paid for from Bond proceeds.

4. Notice of Special Tax. Developer shall provide written notice to all potential initial purchasers of lots advising of the special tax obligation applicable to the Developer Property in the form required by Section 53341.5 of the Government Code.

5. Design Plans and Specifications. The requirements of this Section shall not apply to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other City Improvements for which the Acquisition Price is paid. All plans, specifications and bid documents Item Title: 11.1
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Item Page Number: 124
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for the City Improvements (“Plans”) constructed or to be constructed by the Developer shall be prepared by the Developer at the Developer’s initial expense, subject to approval by the applicable public agency. Costs for preparation of the Plans will be eligible for reimbursement, conditioned upon the final approval of the applicable public agency and the availability of funds. Reimbursement of costs for plan revisions will be considered on a case by case basis. All facilities which were not complete prior to the formation of the District, as determined by the City, shall be bid in accordance with “public works” requirements of Section 7 to be eligible for reimbursement.

6. Construction of Improvements. The requirements of this Section shall not apply to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other City Improvements for which the Acquisition Price is paid.

6.1 Acquisition of City Improvements. Upon the approval of Plans for a City Improvement, the Developer will provide for construction of such City Improvement in accordance with Sections 6.2 and 7 of this Agreement. Sections 6.2 and 7 specify the requirements for construction of the City Improvements that the City believes are necessary to ensure that such City Improvements are constructed as if they had been constructed under the direction and supervision, or under the authority of the City.

6.2 Acquisition. With respect to City Improvements, a qualified engineering firm (the “Field Engineer”) shall be employed by the Developer to provide all field engineering surveys determined to be necessary by the City’s inspection personnel. Field Engineer shall promptly furnish to City a complete set of grade sheets listing all locations, offsets, etc., in accordance with good engineering practices, and attendant data and reports resulting from Field Engineer’s engineering surveys and/or proposed facility design changes. City shall have the right, but not the obligation, to review, evaluate and analyze whether such results comply with applicable specifications.

As necessary as determined by City, a full-time soil-testing firm, approved by City, shall be employed by the Developer to conduct soil compaction testing and certification. The Developer shall promptly furnish results of all such compaction testing to the City for its review, evaluation and decision as to compliance with applicable specifications. In the event the compaction is not in compliance with applicable specifications, the Developer shall be fully liable and responsible for the costs of achieving compliance. A final report certifying all required compaction in accordance with the specifications shall be a condition of final approval of facilities.

The costs of all surveying, testing and reports associated with the City Improvements furnished and constructed by the Developer’s contractor(s) shall be eligible to be paid from funds in the City Improvements Account.

The City shall not be responsible for conducting any environmental, archaeological, biological, or cultural studies or any mitigation requirements that may be requested by appropriate Federal, State, and/or local agencies. Any such work shall be paid for and conducted by the Developer and reimbursed out of the City Improvements Account.

Should the Developer notify the City that the Developer is unable to complete such City Improvement, the City shall have the right but not the obligation to require the Developer to make an irrevocable offer of dedication to the City of the land owned by the Developer for the City Improvement identified in the notice and to assume responsibility for the work to be performed Item Title: 11.1
Ordinance

Introduction

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Formation

Community

Facilities

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Community

Facilities

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No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 125
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April 19, 2023
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thereunder. In the event the City elects to assume the responsibility for any work on a previously awarded contract as described in the preceding sentence, the following will occur: (i) the Developer will make an irrevocable offer of dedication to the City of the land owned by the Developer for such City Improvement identified in the notice; (ii) to the extent permitted by law and the applicable contract, the Developer will assign all of the contracts for the work performed to date on the City Improvement identified in the notice to the City, if requested to do so by the City Manager; the City will use its best efforts to complete the City Improvement within a reasonable time frame; and upon completion of the City Improvement, to the extent there are Special Taxes or proceeds of the Bonds available following payment to the City for the costs of completing such City Improvement, the Developer will be reimbursed for the lesser of the cost or value of the previously unreimbursed satisfactory work performed or paid for by the Developer. The cost of such work will be determined by taking the unreimbursed amounts expended by the Developer under the contract(s) taken over by the City and deducting any incremental cost incurred by the City to complete the work under the contracts in question. Incremental cost shall be costs in excess of the sum of the original contract cost plus change orders approved by the City.

7. Public Works Requirements.

7.1 City Requirements. In order that the City Improvements for which the Acquisition Price is paid may be properly and readily acquired by the City, the Developer shall comply with all of the requirements in this Section 7.1 with respect to any such City Improvements to be acquired with funds in the City Improvements Account and the Developer shall provide such proof to the City as the City may reasonably require and at such intervals and in such form as the City may reasonably require, that the requirements under this Section 7.1 have been satisfied as to all such City Improvements. Notwithstanding the foregoing, City Improvements shall only be eligible for financing by the CFD if the City determines that the conditions under Section 53313.5 have been satisfied with respect to such City Improvements.
(a) The Developer shall prepare a bid package for review, comment and approval by the City Manager or his or her designee (the “City Representative”) for any City Improvements bid after the effective date of this Agreement. (b) For any City Improvements bid after the effective date of this Agreement, the Developer shall, after obtaining sealed bids for the construction of the City Improvements in conformance with the procedures and requirements of the City, submit to the City written evidence of such competitive bidding procedure, including evidence of the means by which bids were solicited, a listing of all responsive bids and their amounts, and the name or names of the contractor or contractors to whom the Developer proposes to award the contracts for such construction, which shall be the lowest responsible bidder. (c) For any City Improvements bid after the effective date of this Agreement, the following provisions apply: the City Representative shall attend the bid opening for such City Improvements. If unable to attend the bid opening, the City Representative shall approve or disapprove of a contractor or contractors, in writing, within five (5) business days after receipt from the Developer of the name or names of such contractor or contractors recommended by the Developer. If the City Representative disapproves of any such contractor, the Developer shall select the next lowest responsible bidder from the competitive bids received who is acceptable to the City Representative.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 126
Menifee Mayor and City Council
April 19, 2023
Page
484 of 538

9 4893-1119-4714v4/200299-0016
(d) The specifications and bid and contract documents shall require all such contractors to pay prevailing wages and to otherwise comply with applicable provisions of the Labor Code, the Government Code and the Public Contract Code relating to public works projects and as required by the procedures and standards of the City with respect to the construction of its public works projects.
(e) The Developer shall submit faithful performance and payment bonds in form and substance reasonably acceptable to the City with respect to the City Improvements. (f) The Developer and its contractor and subcontractors shall be required to provide proof of insurance coverage throughout the term of the construction of the City Improvements, which they will construct in conformance with the City’s standard procedures and requirements. The City’s insurance requirements are set out in Section 21 herein. (g) The Developer and all such contractors shall comply with such other requirements relating to the construction of the City Improvements which the City may impose by written notification delivered to the Developer and each such contractor at the time either prior to the receipt of bids by the Developer for the construction of such City Improvements or, to the extent required as a result of changes in applicable laws, during the progress of construction thereof; provided that such other requirements shall only be imposed to the extent the City reasonably determines they are required in order to comply with applicable law. In accordance with Section 7, the Developer shall be deemed the awarding body and shall be solely responsible for compliance and enforcement of the provisions of the Labor Code, Government Code, and Public Contract Code. (h) A “Change Order” is an order from the Developer to a contractor authorizing a change in the work to be performed and a “Significant Change Order” is an order from the Developer to a contractor authorizing a change in the work to be performed where such Change Order is larger than 10% of the contract amount for such City Improvement. After the effective date of this Agreement, the Developer shall receive comments from the City Representative prior to the Developer’s approval of any Significant Change Order. The City Representative shall comment on or deny the Significant Change Order request within fifteen (15) business days of receipt of all necessary information. The City’s comments to a Significant Change Order shall not be unreasonably delayed, conditioned or withheld. The Developer shall not be entitled to be compensated for costs associated with a Significant Change Order that has not been approved by the City Representative.

Developer shall provide proof to the City, at such intervals and in such form as the City may reasonably require, that the foregoing requirements have been satisfied as to all of the City Improvements which are funded through Bond proceeds.

8. Inspection; Completion of Construction. The requirements of this Section shall not apply to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other City Improvements for which the Acquisition Price is paid.

The City shall have primary responsibility for inspecting the City Improvements to assure that the work is being accomplished in accordance with the Plans. Such inspection does not include inspection for compliance with safety requirements by the Developer’s contractor(s). The City’s personnel shall be granted access to each construction site at all reasonable times for the purpose of Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 127
Menifee Mayor and City Council
April 19, 2023
Page
485 of 538

10 4893-1119-4714v4/200299-0016
accomplishing such inspection. Upon satisfaction of the City’s inspectors, the Developer shall notify the City in writing that a City Improvement has been completed in accordance with the Plans. Any actual costs reasonably incurred by the City for inspection not previously paid by the Developer shall be reimbursed from funds in the City Improvements Account.

Within three (3) business days of receipt of written notification from City inspectors that a City Improvement has been completed in accordance with the Plans, the City Representative shall notify the Developer in writing that such City Improvement has been satisfactorily completed. Upon receiving such notification, the Developer shall file a Notice of Completion with the County of Riverside Recorders Office, pursuant to the provisions of Section 3093 of the Civil Code. The Developer shall furnish to the City a duplicate copy of each such Notice of Completion showing thereon the date of filing with the County of Riverside (the “County”). City will in turn file a notice with the County for acceptance.

9. Liens. With respect to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, prior to any payment by the CFD to the Developer for such City Improvement, the Developer shall provide to the City such evidence or proof as the City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the City Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. With respect to City Improvements, upon the earlier of (i) receipt of all applicable lien releases, or (ii) expiration of the time for the recording of claim of liens as prescribed by Sections 3115 and 3116 of the Civil Code the Developer shall provide to the City such evidence or proof as the City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the City Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation.

10. Acquisition; Acquisition Price; Source of Funds. The acquisition price of a City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD shall be its fair market value, as determined by the City’s Assistant City Manager or his or her designee, as of the date of acquisition. The City shall consider input and data provided by the Developer prior to determining the final fair market value. The Actual Cost (as defined below) of the City Improvement shall be presumed to be its fair market value unless there is reasonable evidence that a lower amount is the fair market value.

The costs eligible to be included in the acquisition price of a City Improvement that is not described in the preceding paragraph (the “Actual Costs”) shall include:
(i) The actual hard costs for the construction of such City Improvement as established by the City-approved construction contracts, Change Orders, and approved Significant Change Orders, including costs of payment, performance and maintenance bonds and insurance costs, pursuant to this Agreement;
(ii) The design and engineering costs of such City Improvement including, without limitation, the costs incurred in preparing the Plans; (iii) The costs of environmental evaluations and public agency permits and approvals attributable to the City Improvement;
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 128
Menifee Mayor and City Council
April 19, 2023
Page
486 of 538

11 4893-1119-4714v4/200299-0016
(iv) Costs incurred by the Developer for construction management and supervision of such City Improvement, not to exceed five percent (5%) of the actual construction cost;
(v) Professional costs associated with the City Improvement such as engineering, inspection, construction staking, materials, testing and similar professional services; and (vi) Costs approved by the City in accordance with the Act of acquiring any real property or interests therein required for the City Improvement including, without limitation, temporary construction easements, temporary by-pass road and maintenance easements.

Provided the Developer has complied with the requirements of this Agreement, the City agrees to pay the acquisition price of a completed City Improvement to the Developer or its designee within thirty (30) days after the Developer’s satisfaction of the preconditions to such payment stated herein, but only to the extent there are sufficient funds available in the City Improvements Account.

Except in the case of a City Improvement described in the first paragraph of this Section, the acquisition price to be paid from Bond proceeds for the acquisition of a City Improvement by the City shall be the least of (1) the value of the City Improvement; or (2) the total of the Actual Costs of the City Improvement (“Acquisition Price”). The Actual Cost of the City Improvement shall be presumed to be its Acquisition Price unless there is reasonable evidence that a lower amount is the actual value.

As a condition to the payment of the Acquisition Price, the ownership of the completed City Improvement shall be transferred to the City by grant deed, bill of sale or such other documentation as such public agency may require free and clear of all taxes, liens, encumbrances, and assessments, but subject to any exceptions determined by the City to not interfere with the actual or intended use of the land or interest therein (including the lien of a community facilities district so long as the subject property is exempt from taxation or is otherwise not taxable by such community facilities district). Upon the transfer of ownership of City Improvements or any portion thereof to the City, the City shall be responsible for the maintenance of such City Improvements or the portion transferred.

Notwithstanding the foregoing, the Acquisition Price of a City Improvement may be paid prior to transfer of ownership and acceptance of the City Improvement if it is substantially completed at the time of payment. The City Improvement shall be considered “substantially complete” when it has been reasonably determined by the City to be usable, subject to final completion of such items as the final lift or any other items not essential to the primary use or operation of the City Improvement.

For purposes of determining the Acquisition Price to be paid by the Community Facilities District for the acquisition of the City Improvements by the City (other than City Improvements described in the first paragraph of this Section), the value of such City Improvements shall include the construction costs specified in the City-approved contracts (subject to the next sentence), Change Orders, and City-approved Significant Change Orders conforming to Section 6, as hereinbefore specified. City approval is a condition prior to initiation of contract work for City Improvements bid after the effective date of this Agreement. However, if the City reasonably determines that the additional Actual Costs are excessive and that the value of the City Improvements is less than the total amount of such Actual Costs and such construction costs, the price to be paid for the acquisition of the City Improvements shall be the value thereof as determined by the Engineer, subject, however, to the Developer’s right to appeal to the City Council.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 129
Menifee Mayor and City Council
April 19, 2023
Page
487 of 538

12 4893-1119-4714v4/200299-0016
Upon completion of the construction of a City Improvement, the Developer shall deliver or cause to be delivered to the City a Disbursement Request Form in substantially the form of Exhibit “D,” attached hereto, copies of the contract(s) with the contractor(s) who have constructed the City Improvement and other relevant documentation with regard to the payments made to such contractor(s) and each of them for the construction of the City Improvement, documentation evidencing payment of prevailing wages, and shall also provide to the City invoices and purchase orders with respect to all equipment, materials and labor purchased for the construction of the City Improvements. The City shall require the Engineer to complete its determination of the value of the City Improvements as promptly as is reasonably possible.

Notwithstanding the preceding provisions of this Section, the source of funds for the acquisition of the City Improvements or any portion thereof shall be funds in the City Improvements Account. If for any reason beyond the City’s control the Bonds are not sold, the City shall not be required to acquire the City Improvements from the Developer, except to the extent of funds from the collection of Special Taxes. In such event, the Developer shall complete the design and construction and offer to the City ownership of such portions of the City Improvements as are required to be constructed by the Developer as a condition to recordation of subdivision maps for the Developer Property (but only at such times as required by such condition), but need not construct any portion of the City Improvements which it is not so required to construct. Reimbursement for these facilities would be made from the collection of Special Taxes over time.

In addition to the foregoing, the City shall have the right to withhold payment for acquisition of a City Improvement, if:
(a) the Developer or any of its affiliates is delinquent in the payment of any Special Taxes levied by the Community Facilities District on properties then owned by the Developer or any of its affiliates within the CFD, or
(b) the Developer is not then in substantial compliance with a condition or obligation imposed upon the Developer Property by the City, including but not limited to, payment of all applicable fees, dedication of all applicable rights-of-way or other property and construction requirements.

The City shall immediately provide written notice to the Developer of the decision to withhold any such payment and shall specify the reason for such decision. If the payment is withheld as a result of the delinquency in the payment of Special Taxes, the notice shall identify the delinquent parcels and the amount of such delinquency. If the payment is withheld as a result of substantial non-compliance with a condition or obligation, the notice shall specify such condition or obligation and what action will be necessary by the Developer to substantially comply with such condition or obligation. Upon receipt of evidence reasonably satisfactory to the City that the Developer has paid the delinquent Special Taxes or complied with the subject condition or obligation, the City shall forthwith make all payments which have been withheld pursuant to the provisions of this Section.

11. Easements and/or Fee Title Ownership Deeds. Without limiting the Developer’s rights to reimbursement for such grants pursuant to Section 10 above, the Developer shall, at the time the City acquires the City Improvements as provided in Section 10 hereof, grant or cause to be granted to the City, by appropriate instruments prescribed by the City, all easements across private property and/or fee title ownership deeds which may be reasonably necessary for the proper Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 130
Menifee Mayor and City Council
April 19, 2023
Page
488 of 538

13 4893-1119-4714v4/200299-0016
operation and maintenance of such City Improvements, or any part thereof, but only to the extent located within the Developer Property.

12. Permits. The Developer shall be responsible for obtaining all necessary construction permits from the City and/or the County (as appropriate) covering construction and installation of the City Improvement.

13. Maintenance. Prior to the transfer of ownership of a City Improvement by the Developer to the City, as provided in Section 10 hereof, the Developer shall be responsible for the maintenance thereof and shall require its contractor(s) to repair all facilities damaged by any party other than the City, prior to acceptance by the City and/or make corrections determined to be necessary by the City’s inspection personnel. The City shall not be permitted to place any City Improvement in service prior to acceptance of the same, unless the Developer otherwise consents in writing.

14. Inspection of Records. The City shall have the right to review all books and records of the Developer pertaining to the costs and expenses incurred by the Developer for the design and construction of the City Improvements during normal business hours by making arrangements with the Developer. The Developer shall have the right to review all books and records of the City pertaining to costs and expenses incurred by the City for services of the Engineer by making arrangements with the City.

15. Ownership of Improvements. Notwithstanding the fact that some or all of the City Improvements may be constructed in dedicated street rights-of-way or on property which has been or will be dedicated to the City, each City Improvement shall be and remain the property of the Developer until acquired by the City as provided in this Agreement.

16. Materials and Workmanship Warranty. The requirements of this Section shall not apply to any City Improvement that was complete (as determined by the City Council) prior to the adoption by the City Council of the resolution forming the CFD, but they shall apply to all other City Improvements.

Upon the completion of the acquisition of a City Improvement by the City, the performance bond related to such individual City Improvement provided by the Developer pursuant to Section 7.1(e) hereof, shall be reduced by 90%, and the remaining 10% shall serve as a maintenance bond to guarantee that such City Improvement will be free from defects due to faulty workmanship or materials for a period of one year.

17. City Fee Facility Improvements. The Developer may be required pursuant to the conditions of development or the fee ordinance to pay certain City fees (the “City Fees”) relating to the City Fee Facility Improvements prior to the availability of proceeds of the Bonds to pay for such City Fee Facility Improvements. In the event such City Fees are paid prior to the availability of Bond proceeds, the amounts paid to the City shall be deemed to be deposits (each a “Deposit”) that are subject to refund by the City to the Developer in accordance with this Agreement. The City shall place each Deposit in a capital facilities account(s). If the Developer has made any Deposits to the City, then following deposit of Bond proceeds in the City Fee Facility Improvements Account, the City shall return to the Developer, from the capital account in which the Deposits were deposited the Deposits not previously returned, without interest or other earnings thereon. The City shall be so obligated to return such Deposits only to the extent that an equivalent amount of the Deposits to be Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 131
Menifee Mayor and City Council
April 19, 2023
Page
489 of 538

14 4893-1119-4714v4/200299-0016
returned is deposited in the City Fee Facility Improvements Account from Bond proceeds or Special Tax collections prior to the issuance of Bonds.

Bond proceeds used to finance City Fee Facility Improvements which relate to the City Fees shall be allocated first for return of all Deposits prior to being allocated to the payment of City Fees not previously deposited by the Developer. Any Deposits that have not been returned to the Developer at the time it is determined that there will be no further Bond proceeds available (i.e. the final series of Bonds to finance the Improvements have been issued) shall be retained by the City and may be used for the purposes for which the City Fee was required, and the unrefunded Deposits shall constitute full and final payment for such City Fees, without any increase of any kind.

18. Miscellaneous Improvements. Improvements unrelated to the City Improvements and the City Fee Facility Improvements are described in Exhibit “C” attached hereto. The amounts deposited in the applicable Miscellaneous Improvement Account(s), if any, will be disbursed for the acquisition or construction of Miscellaneous Improvements in accordance with the provisions in the applicable Joint Community Facilities Agreement. Any amounts in the applicable Miscellaneous Improvement Account(s) shall be disbursed at the written direction of the City upon Developer’s submittal of a payment request which will be based upon applicable entity’s payment request form as provided for in the applicable Joint Community Facilities Agreement. Upon receipt of such payment request, the City shall submit a written requisition for payment of the requested amount to the Fiscal Agent for the Bonds, who shall directly pay the amount requested to the applicable entity.

19. Independent Contractor. In performing this Agreement, Developer is an independent contractor and not the agent of the City. The City shall not have any responsibility for payment to any contractor or supplier of Developer. It is not intended by the Parties that this Agreement create a partnership or joint venture among them and this Agreement shall not otherwise be construed.

20. Indemnification. Developer shall assume the defense of, indemnify and save harmless, the City, its officers, employees and agents, and the Community Facilities District, its officers, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subject or put, by reason of, or resulting from such person’s or entity’s performance of its obligations under this Agreement and the construction of the City Improvements and the Miscellaneous Improvements, the failure of the Developer to provide notice of the Special Tax to be levied by the Community Facilities District pursuant to Section 53341.5 of the Act (but only if the Developer is required by law to provide such notice), or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the City, the Community Facilities District, the underwriter of the Bonds and its counsel, the appraiser, the special tax consultant, the market absorption consultant or bond counsel regarding the Developer, its proposed developments, its property ownership, and any contractual arrangement it may enter into in a disclosure document describing the Community Facilities District and the risks relating to the Bonds. No provision of this Agreement shall in any way limit the extent of Developer’s responsibility for payment of damages resulting from the operations of Developer and its contractors; provided, however that Developer shall not be required to assume the defense or indemnify and save harmless any person or entity as to actions, damages, claims, losses or expenses resulting from the breach of this Agreement, the willful misconduct of such person or entity or their officers, agents, consultants or employees.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 132
Menifee Mayor and City Council
April 19, 2023
Page
490 of 538

15 4893-1119-4714v4/200299-0016

21. Insurance Requirements. For City Improvements bid after the effective date of this Agreement for which the Acquisition Price is paid, the Developer shall not commence work on such City Improvement under this Agreement prior to obtaining insurance with a company or companies acceptable to the City, nor shall the Developer allow any contractor or subcontractor to commence work on their respective contracts until all insurance required by this Agreement have been obtained.

The required insurance, endorsements and policy limits shall be as follows:

A. GENERAL LIABILITY
Developer shall obtain and maintain Commercial General Liability Insurance covering all operations by or on behalf of Contractor or their subcontractors providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for:
•Premises and Operations
•Products and Completed Operations
•Contractual Liability
•Explosion, collapse and Underground Hazards, including subsidence and any other form of earth movement (if applicable)
•Personal Injury Liability
•Independent Contractors
NOTE: Claims-made or Modified Occurrence Policy are NOT ACCEPTABLE.

1. LIMITS—Limits of liability shall be no less than:
a. Each Occurrence $2,000,000
b. Personal & Advertising Injury $2,000,000
c. Products/Completed Operations Aggregate $4,000,000
d. General Aggregate $4,000,000

2. ENDORSEMENTS—Endorsements MUST be attached to certificate and added to your policy:
a. Additional Insured endorsement naming City as additional insureds. b. Primary and non-contributory wording endorsement stating that the Contractor’s insurance is primary and any insurance maintained by the additional insureds is non-contributory.
c. A Waiver of Subrogation or Waiver of Transfer of Rights of Recovery Against Others To Us shall be issued in favor of those additional insureds named in A.2.a. above.

B. WORKERS COMPENSATION
Workers’ Compensation insurance shall be provided with statutory limits as required by applicable state law of regulation. If the Contractor is self-insured, it must provide proof of that fact.

1. LIMITS—Employer’s Liability Limits shall be no less than:
a. Each Accident for Bodily Injury by Accident $1,000,000 b. Each Employee for Bodily Injury by Disease $1,000,000 Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 133
Menifee Mayor and City Council
April 19, 2023
Page
491 of 538

16 4893-1119-4714v4/200299-0016
c. Policy Limit for Bodily Injury by Disease $1,000,000

2. ENDORSEMENTS—Endorsements MUST be attached to certificate and added to your policy:
a. WAIVER OF SUBROGATION—A Waiver of Subrogation or Waiver of Transfer of Rights of Recovery Against Others to Us shall be issued in favor of those additional insureds named in A.2.a. above.

C. AUTOMOBILE
Automobile Liability insurance shall include coverage for all owned (if any), hired and non-owned automobiles.

1. LIMITS—Limits of Liability shall be no less than:
a. Combined Single Limit $1,000,000
or
b. Bodily Injury Each Person Limit $1,000,000
c. Bodily Injury Per Occurrence Limit $1,000,000
d. Property Damage Per Occurrence Limit $1,000,000

2. ENDORSEMENTS—Endorsements MUST be attached to certificate and added to your policy:
a. Additional Insureds as provided in ISO form CA 00 01 or its equivalent naming those additional insureds named in A.2.a. above. b. Primary and non-contributory wording endorsement stating that the contractor’s insurance is primary and any insurance maintained by the additional insureds is non-contributory.
c. Waiver of Subrogation as provided in ISO form CA 00 01 or its equivalent in favor of those additional insureds named in A.2.a. above.

22. Conflict With Other Agreements. Except as specifically provided herein, nothing contained herein shall be construed as releasing Developer from any condition of development or requirement imposed by any other agreement with City. In the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by City.

23. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either Party shall be deemed to have been received when personally delivered or seventy-two (72) hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid. Any notice to the Community Facilities District or the City shall be addressed to City of Menifee, 29844 Haun Road, Menifee, CA 92530, Attention:

Assistant City Manager. Any notice to Developer shall be addressed to Pulte Home Company, LLC, 27401 Los Altos, Suite 400, Mission Viejo, CA 92691, Attention: Steve Ford.

Each Party may change its address for delivery of notice by delivering written notice of such change of address to the other Party hereto.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 134
Menifee Mayor and City Council
April 19, 2023
Page
492 of 538

17 4893-1119-4714v4/200299-0016

24. No Gift or Waiver.

24.1 No Gift or Waiver for City Improvements. The Developer and the City acknowledge that:
(a) The Developer or its predecessor may have constructed or may be constructing City Improvements before funds that will be used to acquire them are available with the expectation that the Developer will be reimbursed for such City Improvements to the extent and in the manner set forth in this Agreement.

The City may inspect City Improvements and process Disbursement Request Forms even if funds from the proceeds of Bonds available at the time of such inspection and processing do not exist or are not then sufficient to satisfy the Disbursement Request in full. (b) The Developer may convey City Improvements to the City and the City may accept such City Improvements even if funds from the proceeds of Bonds available at the time of such conveyance and acceptance do not exist or are not then sufficient to satisfy the Disbursement Request in full.

If the City accepts City Improvements before a Disbursement Request is paid in full, the unpaid balance of the Disbursement Request will be paid from time to time, in any number of installments and irrespective of the length of time payment is deferred, as funds from the proceeds of Bonds become available.
(c) The Developer’s conveyance or dedication of City Improvements to the City before the availability of funds from the proceeds of Bonds to acquire the City Improvements is not and shall not be deemed, a gift or a waiver of the Developer’s right to payment of the purchase price of such City Improvements pursuant to this Agreement.

24.2 No Gift or Waiver for City Fees. The Developer and the City acknowledge that:
(a) Prior to the availability of funds from the proceeds of Bonds, the Developer or its predecessor may have been or may be required to deposit funds to assure payment of applicable City Fees of the City.

The Developer or its predecessor has deposited or will be depositing such funds with the expectation that the Developer will be reimbursed for these Deposits to the extent and in the manner set forth in this Agreement.
(b) The reimbursement of such Deposits pursuant to Section 17 of this Agreement may occur from time to time, in any number of installments and irrespective of the length of time payment is deferred, as funds become available.

The Developer’s deposit of such funds to the City before the availability of funds to reimburse the Developer is not, and shall not be deemed, a gift or a waiver of the Developer’s right to reimbursement of such Deposits pursuant to this Agreement.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 135
Menifee Mayor and City Council
April 19, 2023
Page
493 of 538

18 4893-1119-4714v4/200299-0016

25. General Provisions.

25.1 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the City and the Developer and their respective heirs, executors, legal representatives, successors, and authorized assigns.

Amendment. This Agreement may be amended at any time but only in writing signed by each Party hereto.

25.2 Entire Agreement. This Agreement, and the agreements referenced herein, contains the entire understanding and agreement between the Parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the Parties with respect to the subject matter of this Agreement. There are no oral or written representations, understanding, undertakings or agreements which are not contained or expressly referred to herein, and any such representations, understandings or agreements are superseded by this Agreement.

Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Parties hereto, or the failure by a Party to exercise its rights upon the default of another Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Parties with the terms of this Agreement thereafter. This Agreement shall be binding upon, and enforceable by and against the Community Facilities District upon the establishment of the Community Facilities District.

Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference.

25.3 Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Parties hereto, or the failure by a Party to exercise its rights upon the default of another Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Parties with the terms of this Agreement thereafter.

25.4 No Third Party Beneficiaries. Except as provided explicitly in this Agreement, no person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the City, the Community Facilities District, the Developer, and the Security Provider (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement.

25.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument.

25.6 Assignment. Developer may assign all or any of its rights pursuant to this Agreement to a purchaser of all or any portion of the Developer Property. Such a purchaser and assignee shall, as a condition to taking an assignment of such rights, enter into an assignment and assumption agreement with the City and Developer, in a form reasonably acceptable to Developer and the City, whereby such rights assigned are specified and such purchaser agrees, except as may be Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 136
Menifee Mayor and City Council
April 19, 2023
Page
494 of 538

19 4893-1119-4714v4/200299-0016
otherwise specifically provided therein, to assume the obligations of Developer pursuant to this Agreement and to be bound thereby. A company that acquires all of the assets of the Developer, including ownership of the Developer itself, shall be deemed a successor and shall not require an assignment or assumption agreement to be bound by, and enjoy the benefits of, this Agreement.

25.7 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

25.8 Construction of Agreement. This Agreement has been reviewed by legal counsel for both the City and Developer and shall be deemed for all purposes to have been jointly drafted by the City and Developer. No presumption or rule that ambiguities shall be construed against the drafting Party shall apply to the interpretation or enforcement of this Agreement.

25.9 Termination. The provisions of this Agreement related to the acquisition and financing of the Improvements shall terminate and be of no further force or effect if the first series of Bonds for the CFD are not sold within ten years from the date of this Agreement unless extended by agreement of all the Parties. If the City is unable to sell the first series of Bonds for the CFD after diligent, commercially reasonable efforts to do so, this Agreement shall terminate and be of no further force and effect; provided, however, in such event, any collected Special Taxes remaining after the payment of administrative expenses of the CFD and reimbursement to the Developer of CFD formation costs shall be used to pay for Improvements in accordance with this Agreement and Developer shall receive a credit against City Fees otherwise payable to City in the amount so used to pay for City Fee Facility Improvements.

25.10 Attorneys’ Fees. In the event of any action or proceeding, including an arbitration or a reference pursuant to Section 638 et seq., of the Code of Civil Procedure brought by any Party against any other under this Agreement, the prevailing Party shall be entitled to recover its actual attorneys’ fees and all fees, costs and expenses incurred for prosecution, defense, consultation, or advice in such action or proceeding. In addition to the foregoing, the prevailing Party shall be entitled to its actual attorneys’ fees and all fees, costs and expenses incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement.

25.11 Venue and Forum. Any action at law or in equity arising under this Agreement brought by any Party hereto for the purpose of enforcing, 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 waive all provisions of law providing for the filing removal or change of venue to any other Court.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 137
Menifee Mayor and City Council
April 19, 2023
Page
495 of 538

S-1
4893-1119-4714v4/200299-0016
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written below.

DATED: __________________, 2023
CITY OF MENIFEE, a political subdivision of
the State of California
By:

Armando G. Villa, City Manager
ATTEST:

By:

A. Kay Vinson, Acting City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY FOR THE CITY OF

MENIFEE
By:

Jeffrey T. Melching, City Attorney
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 138
Menifee Mayor and City Council
April 19, 2023
Page
496 of 538

S-2
4893-1119-4714v4/200299-0016

PULTE HOME COMPANY, LLC,
a Michigan limited liability company
By:

Name:

Title:

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 139
Menifee Mayor and City Council
April 19, 2023
Page
497 of 538

4893-1119-4714v4/200299-0016

LIST OF EXHIBITS

EXHIBIT A - DESCRIPTION OF DEVELOPER PROPERTY

EXHIBIT B - DESCRIPTION OF COST ESTIMATES

EXHIBIT C - MISCELLANEOUS IMPROVEMENTS

EXHIBIT D - DISBURSEMENT REQUEST FORM
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 140
Menifee Mayor and City Council
April 19, 2023
Page
498 of 538

A-1
4893-1119-4714v4/200299-0016

EXHIBIT A

DESCRIPTION OF DEVELOPER PROPERTY
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 141
Menifee Mayor and City Council
April 19, 2023
Page
499 of 538

A-2
4893-1119-4714v4/200299-0016
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 142
Menifee Mayor and City Council
April 19, 2023
Page
500 of 538

A-3
4893-1119-4714v4/200299-0016
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 143
Menifee Mayor and City Council
April 19, 2023
Page
501 of 538

A-4
4893-1119-4714v4/200299-0016
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 144
Menifee Mayor and City Council
April 19, 2023
Page
502 of 538

C-1
4893-1119-4714v4/200299-0016

EXHIBIT B
DESCRIPTION OF COST ESTIMATES OF THE IMPROVEMENTS (1)
I. CITY FEE FACILITY IMPROVEMENTS.

Estimated Cost of the City Fee Facility Improvements
Description Estimated Cost (2)
Law Enforcement $ 1,050,840 Fire Facilities 489,132 Circulation 5,360,040
Storm Drainage (Area F_A) 105,084
General Government 889,056
Public Use Facilities 116,424
Parks - Improvements 1,302,588
Total City Fees Facility Improvements $9,313,164
II. CITY IMPROVEMENTS.

Those facilities constructed by or on behalf of the Developer and needed by City in order to provide services to the Developer Property, including the following:

Estimated Cost of the City Improvements Description(3)
Street/Segment/Intersection Estimated Cost
City Traffic Signals $1,292,870
Street Improvements (4) 1,138,721
Park Improvements 2,434,493
Design, Planning, & Engineering 364,739
Total City Improvements $5,230,822
(1) Amounts are estimates and subject to change.
(2) Amounts are estimates and subject to change and do not reflect anticipated DIF credits for street, traffic signal, and park Improvements. Any capital improvement fee imposed by the City’s capital improvement program is eligible including any fair share or in-lieu fees.
(3) The description of the City Improvements are preliminary and general and may be subject to change through supplement to this Exhibit B approved by the Developer and City Manager. The City Improvements may be funded with the proceeds of Special Taxes and Bonds of either or both Improvement Areas regardless of their location.
(4) Represents estimated costs for public street improvements to be dedicated to the City, including, but not limited to Byers Road, McLaughlin Road, Valley Blvd, Goetz Road, and other public and intract street improvements.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 145
Menifee Mayor and City Council
April 19, 2023
Page
503 of 538

C-2
4893-1119-4714v4/200299-0016

EXHIBIT C

DESCRIPTION OF THE MISCELLANEOUS IMPROVEMENT
Water District facilities included in the Water District’s capacity and connection fee programs used to finance expansion projects, exclusive of in-tract facilities constructed by a property owner, but including and not limited to the following:

Description Estimated Cost
Sewer Financial Participation Charge $2,563,596
Sewer Treatment Plant Capacity Charge 4,859,568
Water Financial Participation Charge 5,469,660
Water Supply Development Fee 296,352
1” Meter Drop-In Fees 285,012
Landscape Meter Connection Fees 199,962
Less: Estimated EMWD CFD Funding (11,396,492)
Total Estimated Water District Facilities
Fees
$2,277,658
Those facilities constructed by or on behalf of the Developer and needed by the Water District in order to provide services to the Developer Property and also include any of the following:

Estimated Cost of the Water District Improvements
Description Estimated Cost
Water Tank Improvements $3,208,704
Design, Planning, & Engineering (15%) 481,306
Total EMWD Improvements $3,690,010
The Romoland School District, Menifee Union School District, and Perris School District improvements to be financed include the following amounts:

Estimated Cost of the School Facilities
Description Estimated Cost
Perris Union High School District Fees $2,159,588
Menifee Union School District Fees 1,155,966
Romoland School District Fees 660,408
Total School District Fees $3,975,962
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 146
Menifee Mayor and City Council
April 19, 2023
Page
504 of 538

D-1
4893-1119-4714v4/200299-0016

EXHIBIT D
CFD NO. 2023-2 (CIMARRON RIDGE) OF THE CITY OF MENIFEE

DISBURSEMENT REQUEST FORM

1. Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee (the “CFD”) is hereby requested to pay from the ________________________ Account, or any applicable account or sub-account thereof, established by the CFD in connection with its Improvement Area No. __ 20__ Special Tax Bonds (the “Bonds”) to City of Menifee (the “City”) as payee, the sum set forth below:
$_____________________ (the Requested Amount”)

2. The Requested Amount represents the payment of City Fees for ___ lot(s) within the boundaries of Improvement Area No. __ (the “Property”). (Tract No. __________, Lot Nos. ________________).

Or, City Improvements as supported by attached documentation.

3. The Requested Amount is due and payable, has not formed the basis of any prior request or disbursement.

4. The City, as payee, is hereby directing payment of the Requested Amount be payable to Pulte Home Company, LLC, a Michigan limited liability company (the “Developer”), pursuant to the wiring instructions attached hereto.

5. The Requested Amount is authorized and payable pursuant to the terms of the certain Acquisition, Construction and Funding Agreement (the “Agreement”) between the City of Menifee, acting for and on behalf of itself and the CFD and Developer.

6. Capitalized undefined terms used herein shall have the meaning ascribed to them in the Agreement.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 147
Menifee Mayor and City Council
April 19, 2023
Page
505 of 538

D-2
4893-1119-4714v4/200299-0016
Dated: DEVELOPER:

PULTE HOME COMPANY, LLC, A Michigan
limited liability company
By:

Name:

Title:

Dated: CITY OF MENIFEE
By:

Its:
[ATTACH WIRING INSTRUCTIONS]]
Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 148
Menifee Mayor and City Council
April 19, 2023
Page
506 of 538

JOINT COMMUNITY FACILITIES AGREEMENT
relating to
Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee by and among
City of Menifee, Eastern Municipal Water District and
Pulte Home Company, LLC
THIS JOINT COMMUNITY FACILITIES AGREEMENT (the “Agreement”) is entered into effective as of the _____ day of _____, 2023, by and among CITY OF MENIFEE, a California general law city (the “City”), EASTERN MUNICIPAL WATER DISTRICT, a public agency organized and existing pursuant to Division 20 of the California Water Code (“EMWD”), and PULTE HOME COMPANY, LLC, a Michigan limited liability company (“Developer”), and relates to the formation by the City of a community facilities district known as “Community Facilities District No. 2023-2 (Cimarron Ridge) of the City of Menifee” (the “CFD”) for the purpose of financing certain facilities to be owned, operated or maintained by the City or EMWD from proceeds of bonds issued by the CFD and the proceeds of special taxes levied by the CFD. The CFD consists of two improvement areas designated “Improvement Area No. 1” and “Improvement Area No. 2” (each, an “Improvement Area” and, together, the “Improvement Areas”).

R E C I T A L S:

A. The property (“Property”) CFD boundary and the Improvement Areas are depicted in Exhibit “A” hereto, which is located in the City, County of Riverside, State of California, constitutes the land within the boundaries of the CFD.

B. Developer owns the Property included in the CFD and intends to develop the Property for residential purposes. The Property is described in Exhibit “B” hereto. Developer anticipates development of the Property within the proposed CFD to include 756 single-family detached dwelling units.

C. The City received a petition in accordance with the Act (defined below) to form the CFD and designate the Improvement Areas for the purpose of financing, among other things, certain public facilities to be constructed and owned and operated by EMWD (the “EMWD Facilities”) in lieu of the payment of EMWD Fees (defined herein) and certain water and sewer facilities to be constructed by Developer and acquired by EMWD (the “Acquisition Facilities”).

D. In conjunction with the issuance of permits for the construction of homes on the Property and/or receipt of water meters for such homes, the Developer, or its successors or assigns, may elect to advance EMWD Facilities costs in lieu of payment of EMWD Fees (the “Advances”) before Bond Proceeds (defined herein) are available in sufficient amounts to pay for EMWD Facilities. In such case, the Developer shall be entitled to (i) reimbursement of such Advances limited to Bond Proceeds available to EMWD, if any (the Advances being considered an interest free loan by the Developer with no repayment obligation except to the extent there are Bond Proceeds received by or made available to EMWD as described herein, all as further described in Section 5(a) below), and (ii) credit against EMWD Fees which would otherwise be due to EMWD equal to the amount of Bond Proceeds disbursed to EMWD or at the direction of EMWD for EMWD Facilities, all as further described herein.

E. The City will have sole discretion and responsibility for the formation and administration of the CFD.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 149
Menifee Mayor and City Council
April 19, 2023
Page
507 of 538

2 F. The City is authorized by Section 53313.5 of the Act to assist in the financing of the acquisition and/or construction of the EMWD Facilities and/or the Acquisition Facilities. This Agreement constitutes a joint community facilities agreement, within the meaning of Section 53316.2 of the Act, by and among EMWD, the Developer and the City, pursuant to which the CFD, when and if formed, will be authorized to finance the acquisition and/or construction of all or a portion of the EMWD Facilities and/or the Acquisition Facilities. As authorized by Section 53316.6 of the Act, responsibility for constructing, providing for and operating the EMWD Facilities and/or the Acquisition Facilities is delegated to EMWD.

G. The Parties (defined below) hereto find and determine that the residents residing within the boundaries of EMWD, the City and the CFD will be benefited by the construction and/or acquisition of the EMWD Facilities and/or the Acquisition Facilities and that this Agreement is beneficial to the interests of such residents.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties hereto agree as follows:

1. Recitals. Each of the above recitals is incorporated herein and is true and correct.

2. Definitions. Unless the context clearly otherwise requires, the terms defined in this Section shall, for all purposes of this Agreement, have the meanings herein specified. (a) “Acquisition Facility(ies)” means the sewer and water facilities described as such in Exhibit “C” hereto.
(b) “Act” means the Mello-Roos Community Facilities Act of 1982, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code. (c) “Advance” or “Advances” means an amount advanced by Developer to EMWD for EMWD Facilities in lieu of payment of EMWD Fees prior to the availability of sufficient Bond Proceeds. Advances shall be deemed payment of EMWD Fees to the extent sufficient Bond Proceeds are not received by or made available to EMWD.
(d) “Bond Proceeds” or “Proceeds of the Bonds” shall mean those net funds generated by the sale of the Bonds of each Improvement Area and investment earnings thereon, net of costs of issuance, reserve fund, capitalized interest and administrative expenses, and may include net funds generated by the levy of Special Taxes and investment earnings thereon.
(e) “Bond Resolution” means that Resolution, Resolution Supplement, Fiscal Agent Agreement, Indenture of Trust or other equivalent document(s) providing for the issuance of the Bonds. (f) “Bonds” shall mean those bonds, or other securities, issued by, or on behalf of the CFD, in one or more series, as authorized by the qualified electors within each Improvement Area. (g) “Disbursement Request” means a request for payment relating to EMWD Facilities in the form attached hereto as Exhibit “D.”
(h) “EMWD Engineer Representative” means an EMWD engineer duly authorized to act on behalf of EMWD or his or her designee.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 150
Menifee Mayor and City Council
April 19, 2023
Page
508 of 538

3 (i) “EMWD Fees” means water supply development fees, water backup fees, sewer backup fees, sewer treatment capacity charges and all components thereof imposed by EMWD upon the Property to finance EMWD Facilities.
(j) “EMWD Facilities” means those sewer and water facilities listed on Exhibit “C” hereto, which are necessary for the provision of water and sewer services to the Property and paid for with Bond Proceeds in lieu of the payment of EMWD Fees.
(k) “Improvement Area(s)” means individually and collectively, Improvement Area No. 1 and Improvement Area No. 2 of the CFD.
(l) “Other Facilities Account of the Improvement Fund” means the fund, account or subaccount of the CFD (regardless of its designation within the Bond Resolution) into which a portion of the Bond Proceeds may be deposited in accordance with the Bond Resolution to finance EMWD Facilities and/or the Acquisition Facilities and which may have subaccounts.
(m) “Party” or “Parties” shall mean any one or all of the parties to this Agreement. (n) “Payment Request” means a request for payment relating to Acquisition Facilities in the form attached hereto as Exhibit “E”.
(o) “Rate and Method” means the Rate and Method of Apportionment of the Special Tax authorizing the levy and collection of Special Taxes within Improvement Area No. 1 and Improvement Area No. 2 pursuant to proceedings undertaken for the formation of the CFD and Improvement Area No. 1 and Improvement Area No. 2 pursuant to the Act.
(p) “Special Taxes” means the special taxes authorized to be levied and collected within the CFD pursuant to the Rate and Method.
(q) “State” means the State of California.

3. Formation of the CFD. The City has undertaken to analyze the appropriateness of forming the CFD to finance the EMWD Facilities, Acquisition Facilities, and other facilities. The City has and will retain, at the expense of the Developer, the necessary consultants to analyze the formation of the CFD.

4. Sale of Bonds and Use of Bond Proceeds. In the event that the CFD is formed and Bonds are issued, the City and the Developer shall determine the amount of Bond Proceeds to be deposited in the Other Facilities Account of the Improvement Fund and each subaccount thereof. As Bond Proceeds are transferred to EMWD and reserved to fund EMWD Facilities, as described in Section 5 below, the Developer shall receive a credit in the amount transferred against the payment of EMWD Fees with respect to the Property. Nothing herein shall supersede the obligation of an owner of the Property to make an Advance or pay EMWD Fees to EMWD when due. The purpose of this Agreement is to provide a mechanism by which the CFD may issue the Bonds and levy Special Taxes to provide a source of funds to finance EMWD Facilities and Acquisition Facilities in lieu of the payment of EMWD Fees and provision of Acquisition Facilities. In the event that Bond Proceeds, including investment earnings thereon, are not available or sufficient to satisfy the obligation, then the Developer shall remain obligated to make an Advance for which it will receive no reimbursement (except to the extent Bond Proceeds later become available to EMWD), or pay EMWD Fees to EMWD as a condition of receiving water and sewer service to the Property.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 151
Menifee Mayor and City Council
April 19, 2023
Page
509 of 538

4 The Bonds shall be issued only if, in its sole discretion, the City Council determines that all requirements of State and federal law and all City policies have been satisfied or have been waived by the City. Nothing in this Agreement shall confer upon EMWD or any owner of the Property, including Developer, a right to compel the issuance of the Bonds or the disbursement of Bond Proceeds to fund EMWD Facilities and/or Acquisition Facilities except in accordance with the terms of this Agreement.

If and when the CFD determines to issue Bonds, the CFD shall take such actions necessary in its reasonable discretion to ensure the total effective tax rate for the Improvement Area for which Bonds are being issued does not exceed two percent (2%) at the time of Bond sale. The total effective tax rate shall be based on a method of determination of property values reasonably acceptable to the City. CFD shall not include EMWD’s name on property owners’ special tax bills within the CFD.

By entering into this Agreement and requisitioning Bond Proceeds as described herein, EMWD is not passing upon, determining or assuming the tax-exempt status of the Bonds for federal or California state income tax purposes.

5. Disbursements for EMWD Facilities.
(a) Upon the funding of the Other Facilities Account of the Improvement Fund with funds reserved to fund EMWD Facilities, the Developer shall notify EMWD of the amount of Bond Proceeds reserved to fund EMWD Facilities and the Developer and EMWD may execute and submit a Disbursement Request for payment to the City or the CFD requesting disbursement of an amount equal to all or a portion of Advances from the Other Facilities Account of the Improvement Fund to the extent that Bond Proceeds are available in the Other Facilities Account of the Improvement Fund for such purpose. Upon EMWD’s receipt of funds pursuant to such Disbursement Request, the Developer shall receive reimbursement of the Advances from EMWD. To facilitate EMWD’s bookkeeping, EMWD may direct in a Disbursement Request, that all or a portion of a payment be made directly from the Other Facilities Account to the Developer as reimbursement for Advances made by the Developer. In the event of a reimbursement to the Developer pursuant to the preceding sentence, EMWD shall account for an equivalent amount of Advances previously received from the Developer in accordance with Section 5(c) below.

To the extent that EMWD expends all or a portion of an Advance pending the deposit of Bond Proceeds in the Other Facilities Account of the Improvement Fund, for purposes of Treasury Regulations regarding investment and expenditure of Bond Proceeds and State law provisions regarding financing of public capital facilities, the Advance shall be considered an interest free loan by the Developer, which EMWD only agrees to repay to the extent of the deposit, if any, of Bond Proceeds in the Other Facilities Account of the Improvement Fund and EMWD’s written direction as described below to pay all or a portion of such deposit to the Developer as repayment of an Advance. (b) From time to time following the funding of the Other Facilities Account of the Improvement Fund, the Developer may notify EMWD in writing and the Developer and EMWD may jointly request a disbursement from the Other Facilities Account of the Improvement Fund to fund EMWD Facilities by executing and submitting a Disbursement Request. Upon receipt of such Disbursement Request completed in accordance with the terms of this Agreement, the CFD shall wire transfer or otherwise pay to EMWD (or upon EMWD’s written direction pay to the Developer or an EMWD contractor) such requested funds to the extent that Bond Proceeds are available in the Other Facilities Account of the Improvement Fund for such purpose. Upon such notice and EMWD’s receipt of such disbursement (or upon payment to the Developer or an EMWD contractor in accordance with directions from EMWD relating to EMWD Facilities), the Developer shall be deemed to have satisfied the applicable EMWD Fees with respect to the number of dwelling units or lots for which the EMWD Fees would otherwise have been required in an amount equal to such disbursement.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 152
Menifee Mayor and City Council
April 19, 2023
Page
510 of 538

5 (c) EMWD agrees that prior to submitting a Disbursement Request requesting payment from the CFD it shall review and approve all costs included in its request and will have already paid or incurred such costs of EMWD Facilities from its own funds (which may include Advances from the Developer) subsequent to the date of this Agreement, or will disburse such amounts to pay the costs of EMWD Facilities following receipt of funds from the CFD. In the event that EMWD does not disburse any Bond Proceeds (or equivalent amount of Advances repaid pursuant to the second to the last sentence of the first paragraph of Section 5(a) above) received by it to third parties within five banking days of receipt, it will trace and report to the CFD all earnings, if any, earned by EMWD, from the date of receipt of such Bond Proceeds by EMWD (or the date of disbursement pursuant to the second to the last sentence of the first paragraph of Section 5(a) above) to the date of expenditure by EMWD for capital costs of the EMWD Facilities. Such report shall be delivered at least semiannually until all Bond Proceeds are expended by EMWD. EMWD agrees that in processing the above disbursements it will comply with all legal requirements for the expenditure of Bond Proceeds under the Internal Revenue Code of 1986 and any amendments thereto. (d) EMWD agrees to maintain adequate internal controls over its payment function and to maintain accounting records in accordance with generally accepted accounting procedures. EMWD will, upon request, provide the City and/or the Developer with access to EMWD’s records related to the EMWD Facilities and expenditure of Advances and will provide to the City its annual financial report certified by an independent certified public accountant for purposes of assisting the City in calculating the arbitrage rebate obligation of the CFD, if any.
(e) The City or the CFD agrees to maintain full and accurate records of all amounts, and investment earnings, if any, expended from the Other Facilities Account of the Improvement Fund and expenditure of Advances. The City or the CFD will, upon request, provide EMWD and/or Developer with access to the City’s or the CFD’s records related to the Other Facilities Account of the Improvement Fund. (f) The City acknowledges that it is in receipt of and has reviewed the EMWD Comprehensive Debt Policy (“Debt Policy”). At the time of formation of the CFD, the City and the CFD are in conformance with Section 3.1 of the Debt Policy and it is expected that the City and CFD will remain in conformance with Section 3.1 at the time of any Bond sale. However, City and EMWD acknowledge that the City has the ultimate responsibility for issuance of the Bonds, the administration of the CFD, and the tax-exempt status of any Bonds issued by the CFD. Accordingly, the City Council shall have ultimate responsibility for making all decisions with respect to the issuance of any CFD Bonds and the levy of CFD Special Taxes.

6. Ownership of EMWD Facilities and Acquisition Facilities. The EMWD Facilities and Acquisition Facilities shall be and remain the property of EMWD.

7. Acquisition Facilities. The requirements of this Section 7 shall apply to any Acquisition Facility for which a Payment Request is submitted to EMWD pursuant to this Section 7. (a) Design Plans and Specifications. All plans, specifications and bid documents for the Acquisition Facility (“Plans”) constructed or to be constructed by the Developer shall be prepared by the Developer at the Developer’s initial expense, subject to approval by EMWD. Costs for preparation of the Plans shall be included in the acquisition price. Reimbursement of costs for plan revisions will be considered on a case by case basis. The Developer shall not award bids for construction, or commence or cause commencement of construction, of the Acquisition Facility until the Plans and bidding documents have been approved by EMWD. The bid opening for the Acquisition Facility shall be coordinated with and take place at EMWD’s offices, with EMWD personnel in attendance.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 153
Menifee Mayor and City Council
April 19, 2023
Page
511 of 538

6 (b) Construction of Acquisition Facilities. A qualified engineering firm (the “Field Engineer”) shall be employed by the Developer to provide all field engineering surveys determined to be necessary by the EMWD’s inspection personnel. Field Engineer shall promptly furnish to EMWD a complete set of grade sheets listing all locations, offsets, etc., in accordance with good engineering practices, and attendant data and reports resulting from Field Engineer’s engineering surveys and/or proposed facility design changes.

EMWD shall have the right, but not the obligation, to review, evaluate and analyze whether such results comply with applicable specifications.

A full-time soil testing firm, approved by EMWD, shall be employed by the Developer to conduct soil compaction testing and certification. The Developer shall promptly furnish results of all such compaction testing to EMWD for its review, evaluation and decision as to compliance with applicable specifications. In the event the compaction is not in compliance with applicable specifications, the Developer shall be fully liable and responsible for the costs of achieving compliance. A final report certifying all required compaction in accordance with the specifications shall be a condition of final acceptance of the Acquisition Facility.

The costs of all surveying, testing and reports associated with the Acquisition Facility furnished and constructed by the Developer’s contractor(s) shall be included in the acquisition price.

EMWD shall not be responsible for conducting any environmental, archaeological, biological, or cultural studies or any mitigation requirements that may be requested by appropriate Federal, State, and/or local agencies with respect to the Acquisition Facility. Any such work shall be paid for and conducted by the Developer and included in the acquisition price of the Acquisition Facility. (c) EMWD Public Works Requirements. In order that the Acquisition Facility may be properly and readily acquired by EMWD, the Developer shall comply with all of the following requirements with respect to the Acquisition Facility, and the Developer shall provide such proof to the EMWD as EMWD may reasonably require and at such intervals and in such form as EMWD may reasonably require, that the following requirements have been satisfied as to the Acquisition Facility:
i. The Developer shall prepare a bid package for review, comment and approval by the General Manager of EMWD or his designee (the “EMWD Representative”). ii. The Developer shall, after obtaining at least three sealed bids for the construction of the Acquisition Facility in conformance with the procedures and requirements of EMWD, submit to EMWD written evidence of such competitive bidding procedure, including evidence of the means by which bids were solicited, a listing of all responsive bids and their amounts, and the name or names of the contractor or contractors to whom the Developer proposes to award the contracts for such construction, which shall be the lowest responsible bidder.
iii. The EMWD Representative shall attend the bid opening. If unable to attend the bid opening, the EMWD Representative shall approve or disapprove of a contractor or contractors, in writing, within five (5) business days after receipt from the Developer of the name or names of such contractor or contractors recommended by the Developer. If the EMWD Representative disapproves of any such contractor; the Developer shall select the next lowest responsible bidder from the competitive bids received who is acceptable to the EMWD Representative.
iv. The specifications and bid and contract documents shall require all such contractors to pay prevailing wages and to otherwise comply with applicable provisions of the Labor Code, the Government Code and the Public Contract Code relating to public works projects and as required by the procedures and standards of EMWD with respect to the construction of its public works projects.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 154
Menifee Mayor and City Council
April 19, 2023
Page
512 of 538

7 v. The Developer shall submit faithful performance and payment bonds conforming in all respects to the requirements set forth in EMWD’s “Standard Water and/or Sewer Facilities and Service Agreement.” The following documents shall be submitted to EMWD along with the performance and payment bonds:
(1) The original, or a certified copy, of the unrevoked appointment, power of attorney, bylaws, or other instrument entitling or authorizing the person who executed the bond to do so; (2) A certified copy of the certificate of authority of the insurer issued by the State of California’s Insurance Commissioner; and
(3) Copies of the insurer’s most recent annual and quarterly statements filed with the Department of Insurance.
vi. The Developer and its contractor and subcontractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Acquisition Facility, which they will construct in conformance with EMWD’s standard procedures and requirements. EMWD’s insurance requirements are set out in Section 7(n) herein.
vii. The Developer and all such contractors shall comply with such other requirements relating to the construction of the Acquisition Facility which EMWD may impose by written notification delivered to the Developer and each such contractor at the time either prior to the receipt of bids by the Developer for the construction of such Acquisition Facility or, to the extent required as a result of changes in applicable laws, during the progress of construction thereof. In accordance with Section 7(f), the Developer shall be deemed the awarding body and shall be solely responsible for compliance and enforcement of the provisions of the Labor Code, Government Code, and Public Contract Code. viii. A “Change Order” is an order from the Developer to a contractor authorizing a change in the work to be performed. The Developer shall receive comments from the EMWD Representative prior to the Developer’s approval of any Change Order. The EMWD Representative shall comment on or deny the Change Order request within five (5) business days of receipt of all necessary information. EMWD’s comments to a Change Order shall not be unreasonably delayed, conditioned or withheld. The Developer shall not be entitled to include in the acquisition price costs associated with a Change Order that have not been approved by the EMWD Representative. (d) Inspection; Completion of Construction. EMWD shall have primary responsibility for inspecting the Acquisition Facility to assure that the work is being accomplished in accordance with the Plans. Such inspection does not include inspection for compliance with safety requirements by the Developer’s contractor(s). EMWD’s personnel shall be granted access to each construction site at all reasonable times for the purpose of accomplishing such inspection. Upon satisfaction of EMWD’s inspectors, the Developer shall notify EMWD in writing that an Acquisition Facility has been completed in accordance with the Plans.

Within three (3) business days of receipt of written notification from EMWD inspectors that an Acquisition Facility has been completed in accordance with the Plans, the EMWD Representative shall notify the Developer in writing that such Acquisition Facility has been satisfactorily completed. Upon receiving such notification, the Developer shall file a Notice of Completion with the County of Riverside Recorder’s Office, pursuant to the provisions of Section 3093 of the Civil Code. The Developer shall furnish to EMWD a duplicate copy of each such Notice of Completion showing thereon the date of filing with the County of Riverside (the “County”). EMWD will in turn file a notice with the County for acceptance.

Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 155
Menifee Mayor and City Council
April 19, 2023
Page
513 of 538

8 (e) Liens. With respect to the Acquisition Facility, upon the earlier of (i) receipt of all applicable lien releases, or (ii) expiration of the time for the recording of claim of liens as prescribed by Sections 3115 and 3116 of the Civil Code, the Developer shall provide to EMWD such evidence or proof as EMWD shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the Acquisition Facility have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. (f) Acquisition; Acquisition Price; Source of Funds. The costs eligible to be included in the acquisition price of the Acquisition Facility (the “Actual Costs”) shall include:
i. The actual hard costs for the construction of such Acquisition Facility as established by EMWD-approved construction contracts and approved Change Orders, including costs of payment, performance and maintenance bonds and insurance costs, pursuant to this Agreement; ii. The design and engineering costs of such Acquisition Facility including, without limitation, the costs incurred in preparing the Plans. Costs for plan revisions will be considered on a case by case basis;
iii. The costs of environmental evaluations and public agency permits and approvals attributable to the Acquisition Facility;
iv. Costs incurred by the Developer for construction management and supervision of such Acquisition Facility, not to exceed five percent (5%) of the actual construction cost, subject to prior approval by EMWD of any construction management or supervision contract with respect to the Acquisition Facility;
v. Professional costs associated with the Acquisition Facility such as engineering, inspection, construction staking, materials, testing and similar professional services; and vi. Costs approved by EMWD of acquiring from an unrelated third party any real property or interests therein required for the Acquisition Facility including, without limitation, temporary construction easements, temporary by-pass road and maintenance easements.

Provided the Developer has complied with the requirements of this Agreement, EMWD agrees to execute and submit to the City a Payment Request for payment of the acquisition price of the completed Acquisition Facility to the Developer or its designee within thirty (30) days after the Developer’s satisfaction of the preconditions to such payment stated herein.

As a condition to EMWD’s execution of the Payment Request for the acquisition price, the property ownership of the completed Acquisition Facility shall be transferred to EMWD by grant deed, bill of sale or such other documentation as EMWD may require free and clear of all taxes, liens, encumbrances, and assessments, but subject to any exceptions determined by EMWD to not interfere with the actual or intended use of the land or interest therein (including the lien of a community facilities district so long as the subject property is exempt from taxation or is otherwise not taxable by such community facilities district). Upon the transfer of property ownership of the Acquisition Facility or any portion thereof to EMWD, EMWD shall be responsible for the maintenance of such Acquisition Facility or the portion transferred.

Notwithstanding the foregoing, the acquisition price of an Acquisition Facility may be paid prior to transfer of property ownership and acceptance of the Acquisition Facility if it is substantially completed at the time of payment. The Acquisition Facility shall be considered “substantially complete” when it has been Item Title: 11.1
Ordinance

Introduction

and

Formation

Community

Facilities

District

Community

Facilities

District

No.

2023-2,

Cimarron
Ridge (Facilities)
Item Page Number: 156
Menifee Mayor and City Council
April 19, 2023
Page
514 of 538

9 reasonably determined by EMWD to be usable, subject to final completion of such items as the final lift or any other items not essential to the primary use or operation of the Acquisition Facility.

For purposes of determining the acquisition price to be paid by the CFD for the acquisition of each Acquisition Facility by EMWD, the value of such Acquisition Facility shall include the construction costs specified in EMWD-approved contracts and EMWD-approved change orders conforming to this Section 7, as hereinbefore specified. EMWD approval is a condition prior to initiation of contract work. However, if EMWD reasonably determines that the additional Actual Costs are excessive and that the value of the Acquisition Facility is less than the total amount of such Actual Costs and such construction costs, the price to be paid for the acquisition of the Acquisition Facility shall be the value thereof as determined by the EMWD Engineer Representative, subject, however, to the Developer’s right to appeal to EMWD’s Board of Directors.

Upon completion of the construction of an Acquisition Facility, the Developer shall deliver or cause to be delivered to EMWD a Payment Request in substantially the form of Exhibit “E,” attached hereto, copies of the contract(s) with the contractor(s) who have constructed the Acquisition Facility and other relevant documentation with regard to the payments made to such contractor(s) and each of them for the construction of the Acquisition Facility, documentation evidencing payment of prevailing wages, and shall also provide to EMWD invoices and purchase orders with respect to all equipment, materials and labor purchased for the construction of the Acquisition Facility. EMWD shall require the EMWD Engineer Representative to complete its determination of the acquisition price of the Acquisition Facility as promptly as is reasonably possible.

Menifee City CouncilApril 19, 2023

Menifee City Council
April 19, 2023