Menifee City Council
August 7, 2024

ATTACHMENTS

1. Quest - 3-Year Service Level Agreement Proposal

2. Quest - NASPO Contract AR2505

3. Quest - NASPO Contract Addendum No. 7-17-70-40-03

4. Quest - NASPO Contract Amendment No. 1

5. Quest - NASPO Contract Amendment No. 2

6. Quest - NASPO Contract Amendment No. 3

7. Quest - NASPO Contract Amendment No. 4
Item Title: 10.13 Agreement Renewal with Quest Media Inc. for Secure Backup Data Storage Item Page Number: 3
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CITY OF MENIFEE
SUBJECT: Subscription Service Renewal with ExtraHop Inc. for Cybersecurity Network Detection and Response Services
MEETING DATE: August 7, 2024
TO: Mayor and City Council
PREPARED BY: Michelle Sarkissian, Information Technology Manager REVIEWED BY: Ron Puccinelli, Chief Information Officer
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to issue a purchase order to SHI International Corp., authorized reseller of ExtraHop, Inc., in the amount of $70,383.05 for Fiscal Year 2024/25 for the purchase of cloud-based cybersecurity network detection and response, packet forensics, and ransomware detection services; and

2. Authorize the City Manager to approve three optional one-year renewal purchase orders on the same terms with an annual increase not-to-exceed 10% per year for Fiscal Years 2025/26 through 2027/28; and

3. Approve and authorize this purchase utilizing the OMNIA Master Intergovernmental Cooperative Purchasing Agreement and SHI Master Agreement No. 2018011-02 pursuant to Menifee Municipal Code Section 3.12.070 (6).

DISCUSSION
In May 2023, the City of Menifee took a significant step toward strengthening its cybersecurity defenses by partnering with ExtraHop, a leader in network detection and response solutions. Over the past year, ExtraHop’s platform, RevealX, has been instrumental in transforming how the City protects its digital infrastructure, ensuring that Menifee remains resilient against ever-evolving cyber threats.

Since RevealX has been integrated into the Information Technology (IT) environment, there have been improvements in cybersecurity posture witnessed. During the initial proof of concept period, RevealX identified and remediated over ten hidden vulnerabilities within the network. These vulnerabilities, if left unchecked, could have posed serious risks to the City’s operations and the sensitive information of its residents. These issues were prioritized and addressed using RevealX, Item Title: 10.14
Subscription Service Renewal with ExtraHop Inc. for Cybersecurity Network Detection and Response Services Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 656 of 1560 City of Menifee Staff Report
ExtraHop Inc., Network Detection and Response Services Agreement August 7, 2024

ensuring the security of the environment. Since then, an additional five hidden vulnerabilities have been identified and remediated, further enhancing the security of our network.

The impact of RevealX goes beyond mere numbers. For instance, RevealX detected a significant amount of unwanted traffic originating from international sources such as China and Russia. This traffic was targeting internal City websites, including the business licensing system and the Menifee GIS portal. Recognizing the potential threat of data exfiltration and the implications for sensitive information, the IT team was able to act swiftly. ExtraHop/RevealX provided detailed insights and alerts regarding suspicious traffic, enabling the IT team to make immediate changes to the firewall settings. By blocking the incoming traffic from these international sources, the City was able to prevent potential breaches and secure its internal websites. This proactive measure not only protected critical data but also highlighted the importance of having an advanced network detection and a response solution in place.

Given the substantial benefits and successes achieved with ExtraHop/RevealX, a renewal of the partnership for another year is now sought. The renewal would allow the City to keep benefiting from real-time threat detection, comprehensive network visibility, and proactive threat management. ExtraHop’s AI-driven insights would continue to empower the IT team, enabling them to focus on strategic initiatives while staying ahead of potential cyber threats.

The City plans to purchase the subscription through SHI International Corporation ("SHI”), an authorized reseller and partner of the OMNIA Partners cooperative purchasing alliance (“OMNIA”). The City of Menifee, a member of the OMNIA cooperative purchasing alliance since March 31, 2011, is allowed to purchase the proposed Services under a cooperative purchasing program.

The OMNIA cooperative secures pricing and terms for purchases by participating public entities through publicly bid master agreements. In this case, the master agreement for the Services is SHI/OMNIA Contract No. 2018011-02, originally entered into by the City of Mesa, AZ. The substantive provisions of that master agreement apply to the purchase of the services from SHI.

This structure permits the City to secure the services through the cooperative structure and pricing, rather than independently securing and negotiating for the Services.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The proposed purchase for ExtraHop RevealX services is currently budgeted within the 2024/2025 Fiscal Year Budget under cybersecurity for IT Operations within the IT Fund (1110- ITD-OPER-651354) in the amount of $70,383.05.

Funding for the three optional one-year renewals (Fiscal Years 2025/26 through 2027/28) would be budgeted as part of the respective year’s budget. No additional budget appropriation(s) are required. Due to ExtraHop being unable to provide staff with an annual increase estimate, staff estimated a conservative annual increase of up to a maximum of 10% per fiscal year for the Item Title: 10.14
Subscription Service Renewal with ExtraHop Inc. for Cybersecurity Network Detection and Response Services Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 657 of 1560 City of Menifee Staff Report
ExtraHop Inc., Network Detection and Response Services Agreement August 7, 2024

optional renewals. This 10% is to anticipate an annual increase from ExtraHop for their services as well as the potential data flow of traffic to our ExtraHop solution. For instance, if we see an increase in network traffic at City Hall (more devices, more users, etc.), this estimation would help accommodate those changes. A breakdown of the cost by fiscal year is shown below on Table 1.

TABLE 1 – ALLOCATIONS BY FISCAL YEAR
Fiscal Year (FY) Amount (Annual 10% Increase
Included)
2024/2025 $70,383.05
Optional Renewal – 2025/2026 $77,421.36
Optional Renewal – 2026/2027 $85,163.50
Optional Renewal – 2027/2028 $93,679.85

ATTACHMENTS

1. SHI Quote

2. SHI/OMNIA Partners Data Sheet

3. SHI/OMNIA Master Agreement No. 2018011-02 – ExtraHop Services Item Title: 10.14
Subscription Service Renewal with ExtraHop Inc. for Cybersecurity Network Detection and Response Services Item Page Number: 3
Menifee Mayor and City Council August 7, 2024 Page 658 of 1560 Item Title: 10.14
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with Rincon Consultants, Inc. for OnCall Planning Services for the Legado Project MEETING DATE: August 7, 2024
TO: Mayor and City Council
PREPARED BY: Molly Binnall, Management Analyst II
REVIEWED BY: Cheryl Kitzerow, Community Development Director APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Approve and authorize the City Manager to execute Amendment No. 3 to the Professional Services Agreement with Rincon Consultants, Inc. for on-call planning services for the Legado Project, extending the Term of Services to June 30, 2025, and increasing the amount by $15,000 for a total not-to-exceed amount of $35,000.

DISCUSSION
The Community Development Department currently utilizes Rincon Consultants, Inc. to provide necessary planning services on an as-needed basis for the Legado Project. Per the City’s Professional Services Policy, on July 26, 2023 the City administratively entered into a Professional Service Agreement with Rincon Consultants, Inc. under the City Manager’s signing authority for a not-to-exceed amount of $5,000. Under the same policy, Amendment No. 1 was administratively executed on October 9, 2023, amending the fund amount by $15,000 for a notto-exceed amount of $20,000, and Amendment No. 2 was administratively executed on June 4, 2024, extending the term of services to August 29, 2024.

Pursuant to the Menifee Municipal Code, any change orders in the contract amount that exceed $25,000 in value, and any time extension of a performance deadline that exceeds 60 days, shall be approved by City Council. Due to the on-going post entitlement work still required for the Legado Project, staff is requesting an amendment of $15,000 for a total not-to-exceed contract amount of $35,000, and an extension of the Term of Services to June 30, 2025. All other terms of the agreement shall remain the same.

STRATEGIC PLAN OBJECTIVE
Thriving Economy
Item Title: 10.15
Agreement Amendment with Rincon Consultants, Inc. for On-Call Planning Services for the Legado Project Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 706 of 1560 City of Menifee Staff Report
Rincon On-Call Contract Amendment No. 3
August 7, 2024

FISCAL IMPACT
The fiscal impact of the proposed amendment with Rincon Consultants, Inc. is $15,000. Funding for the proposed amendment is available within the approved operating budget for FY 2024/2025, under Professional Services – Recoverable for Planning within the General Fund (1100-CDDPLNG-652825) if approved. These expenditures are fully recoverable through the developer deposits and fees. No additional budget appropriation is required for this action.

ATTACHMENTS

1. Amendment No. 3

2. Original Professional Services Agreement
Item Title: 10.15
Agreement Amendment with Rincon Consultants, Inc. for On-Call Planning Services for the Legado Project Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 707 of 1560 AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 ON-CALL CONTRACT PLANNING SERVICES FOR THE LEGADO PROJECT AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 ON-CALL CONTRACT PLANNING SERVICES FOR THE LEGADO PROJECT This is Amendment No. 3 (“Amendment No. 3”) to that certain Professional Services Agreement (“Agreement”) made on July 26, 2023 between the City of Menifee (“City”) and Rincon Consultants, Inc (“Consultant”) for FY2023/24 ON-CALL CONTRACT PLANNING SERVICES FOR THE LEGADO PROJECT as amended by that certain Amendment No.1 to the Agreement entered into on October 9, 2023 (“Amendment No. 1”), as amended by that certain Amendment No. 2 to the Agreement entered into on June 4, 2024 (“Amendment No. 2”), which this Amendment No. 3 is made and entered into on ______________, 2024 to extend the term of the Agreement and increase the compensation amount as indicated below:

1. Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings ascribed to them in the Agreement.

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

Term of Services. The term of this Agreement shall begin on July 1, 2023 and shall end on June 30, 2025 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 the City's right to terminate this Agreement, as provided for in Section 8.

3. SECTION 2, “Compensation” is amended to increase the maximum compensation by Fifteen Thousand Dollars and Zero Cents ($15,000.00), and is amended to read as follows:

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed Thirty Five Thousand Dollars and Zero Cents ($35,000.00) 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. 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.

4. The initial paragraph of the original Exhibit A, “Scope of Services”, to the Agreement is amended to read as follows:

Item Title: 10.15
Agreement Amendment with Rincon Consultants, Inc. for On-Call Planning Services for the Legado Project Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 708 of 1560 AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 ON-CALL CONTRACT PLANNING SERVICES FOR THE LEGADO PROJECT

SCOPE OF SERVICES
Consultant shall provide FY2023/24 ON-CALL CONTRACT PLANNING SERVICES FOR THE LEGADO PROJECT in the amount not to exceed Thirty Five Thousand Dollars and Zero Cents ($35,000.00) as further detailed in the following page(s).

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

2. This Amendment No. 3 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

Item Title: 10.15
Agreement Amendment with Rincon Consultants, Inc. for On-Call Planning Services for the Legado Project Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 709 of 1560 AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
FY2023/24 ON-CALL CONTRACT PLANNING SERVICES FOR THE LEGADO PROJECT CITY OF MENIFEE Rincon Consultants, Inc
_______________________________ _______________________________ Armando G. Villa, City Manager Deanna Hansen, Vice President /Principal Attest: ________________________________
Brenna Weatherby, Principal
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney
Item Title: 10.15
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CITY OF MENIFEE
SUBJECT: Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project
MEETING DATE: August 7, 2024
TO: Mayor and City Council
PREPARED BY: Carlos Geronimo, Engineering Manager
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. 8 to the Professional Services Agreement with NV5, Inc. for environmental & design services increasing the compensation amount by $171,900, for a total not-to-exceed amount of $1,555,792 for the Bradley Road Bridge Over Salt Creek Project, Capital Improvement Program (CIP) Project No. CIP 13-04.

DISCUSSION
The Bradley Road Bridge Over Salt Creek project, CIP No. 13-04 (“Project”), proposes to replace the existing low-flow crossing of Bradley Road at Salt Creek with a 335 foot-long by 64-foot-wide all-weather bridge to accommodate the conveyance of 100-year flood flows. The Project also includes access ramps on either side of the bridge abutments, major drainage improvements, relocation of the existing Salt Creek Trail crossing, bridge lighting, and striping. The Project area includes the segment of Bradley Road located just north of Rio Vista Drive and continues to just south of Potomac Drive.

Amendment No. 8 with NV5
In September 2015, the City entered into a Professional Services Agreement (“Agreement”) with NV5, Inc. (“Consultant”) to provide environmental and design services for the Project. As the environmental and design phases progressed, several amendments to the Agreement were required and have been previously approved to adjust the Agreement term and expand the scope of work. Amendment No.’s 1, 2, and 4 included term extensions only, while Amendment No.’s 3, 5, 6, and 7 increased the scope of work. All previous amendments are summarized in Table 1 on the following page.

Item Title: 10.16
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 735 of 1560 City of Menifee Staff Report
CIP 13-04 – NV5 Amendment No. 8
August 7, 2024

TABLE 1- AMENDMENT SUMMARY
Amendment Date Approved Services Amount
Original
Agreement September 2, 2015
Design and construction documents,
surveying, data collection, geotechnical
reports, CEQA environmental documents
and drainage study.
$729,511
1 July 1, 2018 Time extension through June 2019. -
2 November 6, 2019 Time extension through June 2020. -
3 September 2, 2020
Storm Water Pollution Prevention Plan
(SWPP) & time extension through June
2021.
$8,500
4 June 16, 2021 Time extension through June 2022. -
5 September 15, 2021
Bidding/construction services, additional
permitting support, and geotechnical
services & time extension through June
2023.
$187,950
6 May 4, 2022
National Environmental Policy Act
(NEPA) document, additional project
management, access ramp designs and
additional geotechnical studies & time
extension through June 2026.
$304,248
7 November 1, 2023
Additional environmental services at
Caltrans request, Location Hydraulic
Study and Summary Floodplain
Encroachment Permit for NEPA,
preparation of legal plats for easements,
and additional construction support.
$153,683
8 Pending
Construction phase support and
additional efforts to respond to Caltrans
per the requirement to update plans and
specifications to current standards.
$171,900
Total $1,555,792
Staff has secured $5 million in federal funding and $4.2 million in state funding, requiring the Project to follow strict federal and state requirements. Because of the federal funding secured, the Project is required to go through the NEPA environmental process, which has significantly impacted the Project’s design phase timeline. The Project’s design plans and specifications (“Construction Documents”) originally followed the California Department of Transportation’s (“Caltrans”) 2015 standards and are now outdated and required to be brought to the most current Caltrans standards, which were updated in 2023. Efforts to bring the Construction Documents up to current standards would include updating the existing foundation reports, structural calculations, bridge standards and details, and special provisions.

In order to receive the secured federal and state funding for the Project, the updated Construction Documents must be completed and a formal request to allocate the funds to the Project must be presented during the first available California Transportation Committee (CTC) Board meeting, which is currently scheduled for October 17, 2024. To avoid any additional delay to the Project Item Title: 10.16
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 736 of 1560 City of Menifee Staff Report
CIP 13-04 – NV5 Amendment No. 8
August 7, 2024

timeline and ensure all requirements are met ahead of the CTC meeting in October, staff instructed the Consultant to commence the efforts necessary to update the Construction Documents. Adequate budget is available in the Project to accommodate the Consultant’s additional efforts to bring the Construction Documents into compliance, however, this budget was originally intended to fund construction support services for the Project and would be depleted as a result of these additional efforts. The proposed Amendment No. 8 would increase the not-toexceed value of the Agreement to replenish the budget needed for the Consultant to complete the construction support services included in the original scope of work.

The additional scope included in the proposed Amendment No. 8 would cover the following items:
 Additional Design Services – Provide response to comments from City and Riverside County Flood Control and Water Conservation District and coordinate horizontal and vertical layout with Riverwalk Development final plans (adjacent to the proposed Bradley Road Bridge project) to minimize construction issues and re-work of improvements that overlap both projects.
 Construction Support Services – As stated above, the Project budget for the Construction Support phase of the Project would be depleted as a result of bringing the Construction Documents into compliance with Caltrans standards. The increased scope would allow the Consultant to provide full support throughout the bidding and construction phases to include responding to potential contractor inquiries, preparing addenda to the Construction Documents as needed, reviewing and approving material submittals, responding to contractor requests for information, and preparing the final As-Built plans.

The total cost for additional work proposed in Amendment No. 8 is $171,900, which would increase the total not-to-exceed value of the Agreement to $1,555,792. This total would represent the original Agreement, all prior amendments, as well as the proposed Amendment No. 8. The total anticipated construction cost for the Project is $13,930,000. The total cost for the Consultant’s services is just over 11% of the total estimated construction cost, falling within the average of 10-15 percent for projects of similar scope and size.

Pursuant to Menifee Municipal Code §3.12.090, amendments or change orders in the amount greater than 10% of the agreement amount or that exceed the City Manager’s signing authority shall be approved by the City Council.

STRATEGIC PLAN OBJECTIVE
Connectivity and Mobility

FISCAL IMPACT
The fiscal impact of the proposed amendment with the Consultant is $171,900, for a total Agreement amount not-to-exceed $1,555,792. Funding for the proposed amendment is available within the Fiscal Year 2024/2025 Budget within the DIF 17-Roads Fund (2509-55-PWD-CIPS760000), as summarized in Table 2 on the following page.

Item Title: 10.16
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 3
Menifee Mayor and City Council August 7, 2024 Page 737 of 1560 City of Menifee Staff Report
CIP 13-04 – NV5 Amendment No. 8
August 7, 2024

TABLE 2 – IDENTIFIED PROJECT FUNDING
Fund Available Budget Anticipated Cost
DIF 17 - Roads $182,920.54 $171,900.00
No additional budget appropriation action(s) is required.

ATTACHMENTS

1. Project Location Map

2. Amendment No. 8

3. Original Agreement

4. Amendment No. 1

5. Amendment No. 2

6. Amendment No. 3

7. Amendment No. 4

8. Amendment No. 5

9. Amendment No. 6

10. Amendment No. 7
Item Title: 10.16
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 4
Menifee Mayor and City Council August 7, 2024 Page 738 of 1560 Item Title: 10.16
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 739 of 1560 AMENDMENT NO. 8 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD BRIDGE DESIGN
This is Amendment No. 8 to that certain Professional Services Agreement (“Agreement”) made on September 2, 2015, between the City of Menifee (“City”) and NV5, INC (“Consultant”) for CIP 13-04 BRADLEY ROAD BRIDGE DESIGN SERVICES as amended by that certain Amendment No. 1 to the Agreement entered into on July 1, 2018 (“Amendment No. 1”), and that certain Amendment No.2 to the Agreement entered into on November 6, 2019 (“Amendment No. 2”), and that certain Amendment No. 3 entered into on September 2, 2020 (“Amendment No. 3”), and that certain Amendment No. 4 entered into on June 16, 2021 (“Amendment No. 4”), and that certain Amendment No. 5 made and entered into on September 15, 2021 (“Amendment No. 5”), and that certain Amendment No. 6 made and entered into on May 4, 2022 (“Amendment No. 6”), and that certain Amendment No. 7 made and entered into on November 1, 2023 (“Amendment No. 7”), which this Amendment No. 8 is made and entered on ______________, 2024 to increase the compensation amount and augment the scope of work as indicated below:

1. Section 2, “Compensation” is amended to increase the maximum compensation by ONE HUNDRED SEVENTY ONE THOUSAND NINE HUNDRED DOLLARS AND ZERO CENTS ($171,900.00), and is amended to read as follows:

Section 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed ONE MILLION FIVE

HUNDRED FIFTY FIVE THOUSAND SEVEN HUNDRED NINETY TWO
DOLLARS AND ZERO CENTS ($1,555,792.00) 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. 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 Item Title: 10.16
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 740 of 1560 AMENDMENT NO. 8 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD DESIGN SERVICES
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:

SCOPE OF SERVICES
Consultant shall provide CIP 13-04 BRADLEY ROAD BRIDGE DESIGN SERVICES, in the amount not to exceed ONE MILLION FIVE HUNDRED FIFTY

FIVE THOUSAND SEVEN HUNDRED NINETY TWO DOLLARS AND ZERO CENTS ($1,555,792.00) as further detailed in the following page(s).

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

2. This Amendment No. 8 may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

CITY OF MENIFEE NV5, INC
_______________________________ _______________________________ Armando G. Villa, City Manager Jeffrey M. Cooper, Senior Vice President Attest: ________________________________
MaryJo O'Brien, CAO/Secretary
_______________________________
Stephanie Roseen, Acting City Clerk
Approved as to Form:
_______________________________
Jeffrey T. Melching, City Attorney

Item Title: 10.16
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 741 of 1560 AMENDMENT NO. 8 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD DESIGN SERVICES
EXHIBIT “A”

SUPPLEMENT TO SCOPE OF SERVICES
Item Title: 10.16
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EXHIBIT A
Item Title: 10.16
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EXHIBIT A
Item Title: 10.16
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EXHIBIT A
Item Title: 10.16
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EXHIBIT A
Item Title: 10.16
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EXHIBIT A
Item Title: 10.16
Agreement Amendment with NV5, Inc. for the Bradley Road Bridge Over Salt Creek Project Item Page Number: 8
Menifee Mayor and City Council August 7, 2024 Page 747 of 1560 AMENDMENT NO. 8 TO

PROFESSIONAL SERVICES AGREEMENT
CIP 13-04 BRADLEY ROAD DESIGN SERVICES
Item Title: 10.16
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CITY OF MENIFEE
SUBJECT: Riverside County Flood Control and Water Conservation District Annual Zone 4 Program Funds for the McLaughlin Road Storm Drain Project
MEETING DATE: August 7, 2024
TO: Mayor and City Council
PREPARED BY: Jenny McConville, Management Analyst
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Accept the Fiscal Year 2025/2026 Riverside County Flood Control and Water Conservation District Annual Zone 4 Program Funds for the McLaughlin Road Storm Drain (SD-A-8a) Project, Capital Improvement Program No. CIP 25-12; and

2. Approve and authorize the City Manager to execute a Funding Agreement with Riverside County Flood Control and Water Conservation District for the Project in an amount not-toexceed $400,000.

DISCUSSION
The McLaughlin Road Storm Drain (SD-A-8a) Project, Capital Improvement Program (CIP) No.

CIP 25-12 (“Project”), proposes to create an underground storm drain system to reduce flooding within the communities surrounding McLaughlin Road and Evans Road. The proposed underground storm drain would consist of approximately 615 linear feet of underground reinforced concrete pipe to collect flows from an existing storm water retention basin and convey water to the east along McLaughlin Road and into the existing Romoland Master Drainage Plan Line A-8 system. The Project would begin at the intersection of McLaughlin Road and Evans Road and continue north along Evans Road and tie into the existing retention basin. The Project is identified as a priority project in the City’s CIP and Master Drainage Plan and aligns with the City’s Strategic Plan of maintaining a safe and vibrant community.

The Riverside County Flood Control and Water Conservation District (“District”) administers their Zone 4 Five-Year CIP and annually invites agencies within the zone to submit projects that support drainage improvements for funding consideration during the budget development period.

Item Title: 10.17
Riverside County Flood Control and Water Conservation District Annual Zone 4 Program Funds for the McLaughlin Road Storm Drain Project
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 857 of 1560 City of Menifee Staff Report
CIP 25-12 McLaughlin Storm Drain Funding Agreement
August 7, 2024

In November 2022, the City submitted a request for the Project to be funded through the District’s Zone 4 Fiscal Years (FY) 2023/24 through 2027/28 CIP. The City requested funding in the total amount of $400,000 to support the construction phase of the Project. In June 2023, the City was notified that its request was approved, and the Project was included in the Zone 4 programming for the full funding amount requested.

The District has programmed funding for inclusion in FY 2025/26 for the construction phase of the Project. Staff anticipate the cost of the design phase for the Project to be approximately $100,000 and would identify funding during the mid-year budget cycle for FY 2024/25, or as eligible project savings become available. The design phase is anticipated to take approximately nine months and would include surveying, utility coordination, and geotechnical investigation.

City Council action is required for acceptance and approval of the Funding Agreement with the District to secure the programmed FY 2025/26 funding as the total amount exceeds the City Manager’s signing authority.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
The fiscal impact for the acceptance of the funding from District is $400,000 in revenues to contribute towards the total project costs and would be recognized in FY 2025/26. During the FY 2025/26 budget cycle, the Finance Department would increase the budgeted revenue within the Capital Projects Fund (4320) and appropriate those funds to the Project within the Capital Projects Fund (4320-55-PWD-CIPS-760030).

ATTACHMENTS

1. Project Location Map

2. Funding Agreement
Item Title: 10.17
Riverside County Flood Control and Water Conservation District Annual Zone 4 Program Funds for the McLaughlin Road Storm Drain Project
Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 858 of 1560 Item Title: 10.17
Riverside County Flood Control and Water Conservation District Annual Zone 4 Program Funds for the McLaughlin Road Storm Drain Project
Item Page Number: 1
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Riverside County Flood Control and Water Conservation District Annual Zone 4 Program Funds for the McLaughlin Road Storm Drain Project
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Item Page Number: 14
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CITY OF MENIFEE
SUBJECT: Cancellation of Proceedings for Annexation No. 24, Menifee Union School District Elementary School No. 15, into
Community Facilities District 2017-1
MEETING DATE: August 7, 2024
TO: Mayor and City Council
PREPARED BY: Kristen Jensen, Financial Analyst
REVIEWED BY: Nick Fidler, Public Works Director
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Cancel proceedings previously initiated via Resolution No. 24-1446 for the annexation of Union School District Elementary School No. 15, into Community Facilities District 2017-1, Maintenance Services.

DISCUSSION
On June 19, 2024, the City Council adopted Resolution No. 24-1446, declaring its intent to annex Menifee Union School District (MUSD) Elementary School No. 15 into CFD No. 2017-1 and commence the annexation proceedings for the territory to be annexed, also known as Annexation No. 24. The resolution established that a public hearing proceeding would be scheduled for August 7, 2024, and a notice of public hearing was published in a local newspaper.

Following additional discussions with representatives from MUSD and the City regarding the inability to assess public entities via Riverside County Assessor’s processes, the parties will not be moving forward with the annexation proceedings.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community

FISCAL IMPACT
There is no fiscal impact associated with the recommended action. Upon MUSD’s completion of the offsite improvements, and following the City’s acceptance of the improvements, costs associated with the maintenance of the streetlights and roadway improvements would be Item Title: 10.18
Cancellation of Proceedings for Annexation No. 24, Menifee Union School District Elementary School No. 15, into Community Facilities District 2017-1
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 874 of 1560 City of Menifee Staff Report
Cancellation of CFD Annexation Proceedings - MUSD Elementary School No. 15 August 7, 2024

absorbed in approved Public Works Operating Budgets. All costs associated with the annexation process prior to this recommendation have been borne by MUSD.

ATTACHMENTS

1. Project Location Map
Item Title: 10.18
Cancellation of Proceedings for Annexation No. 24, Menifee Union School District Elementary School No. 15, into Community Facilities District 2017-1
Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 875 of 1560 Cancellation of Proceedings for Annexation No. 24, Menifee Union School District Elementary School No. 15, into Community Facilities District 2017 Menifee Mayor and City Council August 7, 2024 Page 876 of 1560

CITY OF MENIFEE
SUBJECT: Home2Suites Hotel Appeal
MEETING DATE: August 7, 2024
TO: Mayor and City Council
PREPARED BY: Russell Brown, Senior Planner
REVIEWED BY: Cheryl Kitzerow, Community Development Director APPROVED BY: Armando G. Villa, City Manager
APPLICANT: CARE CA (Appellant)
--------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Adopt a resolution upholding the Planning Commission approval of an Initial Study / Negative Declaration, Plot Plan No. PLN23-0069, and Conditional Use Permit No. PLN23-0070 for Home2Suites Hotel, located east of Interstate 215, west of Antelope Road, south of Newport Road and north of La Piedra Road, and denying Appeal No. PLN24-0121.

DISCUSSION
Planning Commission Decision
On June 12, 2024, the Planning Commission held a duly noticed public hearing and voted unanimously to approve Plot Plan (PP) No. PLN23-0069 and Conditional Use Permit (CUP) No.

PLN23-0070 for the Home2Suites Hotel along with the related environmental analysis (“Project”). On June 21, 2024, the City received an application from CARE CA to appeal (Appeal No. PLN24-0121) the Planning Commission’s decision. The full agenda packet for this item from the June 12, 2024, meeting is attached for a more in-depth explanation of the Project.

PP No. PLN23-0069 and CUP No. PLN23-0070 were approved by the Planning Commission for the construction of a 4-story, 65,463 square-foot hotel, consisting of 106 rooms behind (or to the south) of Living Spaces within the Menifee Town Center Shopping Center. The existing approximately two-acre site has partial improvements consisting of an overflow parking lot and associated landscaping that serve the existing retail shopping center to the north. The Project proposes 106 parking spaces, 46 of which are located within the existing shopping center Project site via existing reciprocal parking. The Project site is part of the Menifee Village Specific Plan (SP No. 158).

CUP No. PLN23-0070 was approved to increase the maximum building height allowed by SP No. 158 from 35 feet (3-stories) to approximately 54’3” feet (4-stories). The maximum height limit may be increased per Section 18.34 of Ordinance No. 348 subject to the approval of a CUP.

Item Title: 11.1 Home2Suites Hotel Appeal
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 877 of 1560 City of Menifee Staff Report
Appeal of Home2Suites
August 7, 2024

Location
The Project site is located east of Interstate 215, west of Antelope Road, south of Newport Road and north of La Piedra Road (APN: 364-010-015).

Project Location
Appeal
CARE CA filed an appeal of the Planning Commission’s June 12, 2024 approval, claiming that the environmental analysis was not adequately addressed and that an Environmental Impact Report (EIR) should be required. The appeal reiterated prior comments received on June 3, 2024, during the public comment period for the Negative Declaration (ND) (comment period May 15, 2024 through June 3, 2024); CARE CA raised concerns in the following areas of the ND:
 Air Quality
 Noise
 Public Utility Improvements
 Aesthetics
Staff, along with the City’s CEQA consultant, reviewed the comments and provided written responses detailing how the ND addressed the concerns raised in the comment letter and that an EIR would not be required. CARE’s comments, as well as Staff’s responses, were provided to the Planning Commission during the June 12, 2024, Planning Commission meeting for consideration prior to approving the Project and are also provided as attachments to this staff report. No new comments/concerns were raised with the appeal application and therefore, no additional analysis is necessary.

Item Title: 11.1 Home2Suites Hotel Appeal
Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 878 of 1560 City of Menifee Staff Report
Appeal of Home2Suites
August 7, 2024

Environmental Determination
The Planning Commission adopted Resolution No. PC24-635 which determined the above Project will not have a significant effect on the environment. Following the Project’s approval, a Notice of Determination (NOD) was filed with the Riverside County Clerk’s Office on June 14, 2024. No further environmental analysis is required as a result of the appeal.

The Initial Study (IS)/ND, as well as all its technical appendices, can be accessed for review on the City website: https://www.cityofmenifee.us/325/Environmental-Notices-Documents.

Public Notice
A public hearing notice for the proposed Project was published in The Press Enterprise on July 28, 2024 for the August 7, 2024 City Council hearing. All relevant public agencies, including all interested parties, were notified of the public hearing as were all property owners within a 700- foot radius of the Project site. On-site posting was also provided.

STRATEGIC PLAN OBJECTIVE
Thriving Economy

FISCAL IMPACT
There is no fiscal impact associated with the recommended action.

ATTACHMENTS

1. Resolution

2. CARE CA Comments - June 3, 2024

3. CARE CA Comments – June 20, 2024

4. City Responses

5. June 12, 2024 PC Staff Report Package

6. Planning Commission Resolution No. PC24-635

7. Planning Commission Resolution No. PC24-636

8. Public Hearing Notice
Item Title: 11.1 Home2Suites Hotel Appeal
Item Page Number: 3
Menifee Mayor and City Council August 7, 2024 Page 879 of 1560 RESOLUTION NO. 24-______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA DENYING APPEAL NO. PLN24-0121 FOR
HOME2SUITES - PLOT PLAN NO. PLN23-0069 AND CONDITIONAL
USE PERMIT NO. PLN23-0070
WHEREAS, on May 30, 2023, the applicant, Apollo Development Group, filed a formal application with the City of Menifee for Plot Plan (PP) No. PLN23-0069 and Conditional Use Permit (CUP) No. PLN23-0070, for the construction of a 4-story, 65,463 square-foot hotel, consisting of 106 rooms within the Menifee Town Center Shopping Center and Menifee Village Specific Plan; and
WHEREAS, pursuant to the requirements of the California Environmental Quality Act (CEQA), an Initial Study (IS) and Negative Declaration (ND) have been prepared to analyze and mitigate the project's potentially significant environmental impacts; and WHEREAS, on June 12, 2024, at a legally noticed public hearing, the Planning Commission voted 5-0 to approve PP No. PLN23-0069 and CUP No. PLN23-0070; and, WHEREAS, on June 21, 2024, an application to appeal Planning Commission approval of PP No. PLN23-0069 and CUP No. PLN23-0070 was submitted by CARE CA; and,
WHEREAS, on August 7, 2024, the City Council of the City of Menifee held a public hearing on the appeal of the Planning Commission’s approval of PP No. PLN23- 0069, CUP No. PLN23-0070, and Resolution No. PC24-635 and PC24-636, considered all public testimony as well as all materials in the staff report and accompanying documents for the appeal, which hearing was publicly noticed by a publication in The Press Enterprise, a newspaper of general circulation, an agenda posting, notice to property owners within 700 feet of the project boundaries, on-site posting at the project site, and to persons requesting public notice.

NOW THEREFORE, the City Council of the City of Menifee hereby approves the following:

1. That the City Council finds that the facts presented within the public record and within the Resolution provide the basis to deny Appeal No. PLN24-0121 and uphold the Planning Commission approval of PP No. PLN23-0069 and CUP No.

PLN23-0070 and Planning Commission Resolution No. PC24-635 and PC24- 636.

2. The documents and materials that constitute the record of proceedings on which this Resolution has been based are located at the Community Development Department – Planning Division, 29844 Haun Road, Menifee, CA 92586. This information is provided in compliance with Public Resources Code section 21081.6.

Item Title: 11.1 Home2Suites Hotel Appeal
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 880 of 1560 Home2Suites Hotel Appeal
August 7, 2024

PASSED, APPROVED AND ADOPTED this 7
th day of August 2024.
_________________________
Bill Zimmerman, Mayor
Attest:
_________________________________
Stephanie Roseen, Acting City Clerk
Approved as to form:
_________________________________
Jeffrey Melching, City Attorney
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NOTICE OF PUBLIC HEARING
AND

INTENT TO ADOPT A NEGATIVE DECLARATION
TIME OF HEARING: 6:00 p.m. or as soon as possible thereafter.

DATE OF HEARING: August 7, 2024
PLACE OF HEARING: MENIFEE CITY COUNCIL CHAMBERS
29844 HAUN ROAD MENIFEE, CA 92586
A PUBLIC HEARING has been scheduled, pursuant to the City of Menifee Municipal Code, before the CITY OF MENIFEE CITY COUNCIL to consider the project shown below:

Project Title:

APPEAL NO. PLN24-0121 of
HOME2SUITES – Plot Plan (PP) No.

PLN23-0069 and Conditional Use
Permit (CUP) No. PLN23-0070
Project Location:

The project site is located east of
Interstate 215, west of Antelope Road,
south of Newport Road and north of La
Piedra Road (APN: 364-010-015).

General Plan Land Use and Zoning:

Menifee Village Specific Plan (SP 158)
The City Council will consider the
following project at a public
hearing:

On June 12, 2024, the Planning Commission held a duly noticed public hearing and voted 5-0 to approve Plot Plan (PP) No. PLN23-0069 and Conditional Use Permit (CUP) No. PLN23-0070 for the Home2Suites Hotel along with the related environmental analysis (“Project”). On June 21, 2024, the City received an application from CARE CA to appeal (Appeal No. PLN24-0121) the Planning Commission decision.

PP No. PLN23-0069 and CUP No. PLN23-0070 were approved by the Planning Commission for the construction of a 4-story, 65,463 square-foot hotel, consisting of 106 rooms behind (or to the south) of Living Spaces within the Menifee Town Center Shopping Center. The existing approximate 2-acre site has partial improvements consisting of an overflow parking lot and associated landscaping that serve the existing retail shopping center to the north. The Project proposes 106 parking spaces, 46 of which are located within the existing shopping center Project site via existing reciprocal parking. The Project site is a part of Menifee Village Specific Plan (SP No. 158).

A CUP (PLN23-0070) was approved to increase the maximum building height allowed by the specific plan from 35 feet (3-stories) to approximately 54’3” feet (4-stories). The maximum height limit may be increased per Section

18.34 of Ordinance No. 348 subject to the approval of a CUP.

Environmental Information:

The Planning Commission adopted Resolution No. PC24-635 which determined the above Project will not have a significant effect on the environment. Following the Project’s approval, a Notice of Determination (NOD) was filed with the Riverside County Clerk’s Office on June 14, 2024. No further environmental analysis is required as a result of the appeal.

Item Title: 11.1 Home2Suites Hotel Appeal
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 998 of 1560 The IS/ND was circulated for public review pursuant to State law. The IS/ND can be found at the following web address: http://www.cityofmenifee.us/325/Environmental-Notices-Documents.

Any person wishing to comment on the proposed project may do so in writing between the date of this notice and the public hearing and be heard at the time and place noted above. All comments must be received prior to the time of public hearing. All such comments will be submitted to the City Council, and the City Council will consider such comments, in addition to any oral testimony, before making a decision on the proposed project.

If this project is challenged in court, the issues may be limited to those raised at the public hearing, described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Be advised that as a result of public hearings and comment, the City Council may amend, in whole or in part, the proposed project. Accordingly, the designations, development standards, design or improvements, or any properties or lands within the boundaries of the proposed project, may be changed in a way other than specifically proposed.

For further information regarding this project, please contact Russell Brown, at (951) 723-3745 or e-mail [email protected], or go to the City of Menifee’s agenda web page at http://www.cityofmenifee.us. To view the case file for the proposed project contact the Community Development Department office at (951) 672- 6777 Monday through Friday, from 8:00 A.M. to 5:00 P.M. Please send all written correspondence to:

CITY OF MENIFEE COMMUNITY DEVELOPMENT DEPARTMENT
Attn: Russell Brown, Senior Planner
29844 Haun Road
Menifee, CA 92584
Item Title: 11.1 Home2Suites Hotel Appeal
Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 999 of 1560

CITY OF MENIFEE
SUBJECT: Squaw Valley Drive Street Name Change
MEETING DATE: August 7, 2024
TO: Mayor and City Council
PREPARED BY: Laura Sportelli, Management Analyst
REVIEWED BY: Cheryl Kitzerow, Community Development Director APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Adopt a resolution approving the street name change from Squaw Valley Drive to Sun Valley Drive to be in compliance with Assembly Bill 2022.

DISCUSSION
On November 19, 2021, the Secretary of the Interior issued Secretarial Order 3404 declaring “Squaw” (Sq.) to be derogatory and mandating its removal from geographic features. On September 23, 2022, Assembly Bill (AB) 2022 was signed into California law and declared Sq. an offensive ethnic, racial, and sexist slur towards indigenous women, and mandated the removal of this derogatory term from all California geographic features and place names. The City of Menifee identified Sq. Valley Drive in 2023 when public agencies were required to identify and report all instances of the use of Sq. under their jurisdiction. The California Committee on Geographic Names (CACGN), a liaison to the U.S. Board on Geographic Names, is coordinating the statewide implementation of AB 2022 and requires proposed replacement name(s) to be submitted to the Committee by August 20, 2024, and implemented by January 1, 2025.

On March 7, 2024, staff mailed consultation requests to 14 tribes, and allotted 90 days for tribal consultations. Responses were received from the Rincon Band of Luiseño Indians and the Agua Caliente Band of Cahuilla Indians who deferred to the Pechanga Band of Mission Indians and the Luiseño Indians respectively. Staff consulted with the Soboba Band of Luiseño Indians and the Pechanga Band of Mission Indians in April and May, and both tribes deferred to the City of Menifee to select a respectful replacement name.

On June 3, 2024, upon researching the surrounding community, City staff determined that the street names nearest to Sq. Valley Drive reflect the names of ski resorts and, with the goal to continue the existing neighborhood theme, selected Sun Valley Drive as the proposed replacement name. On June 4, 2024, the proposed name was approved by the City Manager.

Item Title: 11.2 Squaw Valley Drive Street Name Change
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 1000 of 1560 City of Menifee Staff Report
Street Name Change
August 7, 2024

A letter and Frequently Asked Questions (FAQ) document were mailed to impacted residents and property owners on June 11, 2024 to provide background and information on AB 2022, as well as provide notification of the proposed replacement name. A Community Engagement Workshop was held on June 27, 2024. City staff members were on site to answer questions and provide residents with information and resources to support and assist in simplifying the address change process. Three residents were in attendance with no objections to the proposed replacement name.

On July 25, 2024, the City received correspondence from the Morongo Band of Mission Indians with a proposed street name of “Munipka Drive”, a name inspired by the local indigenous heritage of the Serrano people. In order to allow for timely processing of the proposed name change, the deadline for tribal consultations was June 7, 2024.

Government Code § 34091.1 designates authority to the City Council to amend existing names of city streets by adoption of a resolution. Adoption of the attached resolution approving the street name change from Sq. Valley Drive to Sun Valley Drive for the 35 lots located north of Snow Creek Drive, south of Baldy Peak Drive, east of Mount Bachelor Way, and west of McGalliard Road is the first step.

If adopted and approved by CACGN, the City would send a letter of notification to the residents providing the date that the City’s maintenance crew would complete the installation of a new street sign. The Building Official would submit an address verification document to Menifee Geographic Information System (GIS), Riverside County GIS, 911 Emergency Services, and the United States Post Office (USPS). Residents would need to ensure the correct mailing address has been submitted to all residential service providers and is reflected on all legal documentation.

STRATEGIC PLAN OBJECTIVE
Safe and Vibrant Community / Community Engagement and Social Infrastructure

FISCAL IMPACT
The fiscal impact of changing the street signage will not result in additional costs beyond the installation cost. The estimated material cost of replacing each street sign is $150. No additional budget appropriation(s) action is required to accommodate this cost.

ATTACHMENTS

1. Resolution

2. Exhibit A - Map

3. CACGN AB2022 Implementation Letter

4. Public Hearing Notice
Item Title: 11.2 Squaw Valley Drive Street Name Change
Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 1001 of 1560 RESOLUTION NO. 24-______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE, CALIFORNIA APPROVING THE SQUAW (SQ.) VALLEY DRIVE NAME

CHANGE TO SUN VALLEY DRIVE
WHEREAS, the Secretary of the Interior issued Secretarial Order 3404 declaring “Squaw” (Sq.) to be derogatory and mandating its removal from geographic features; and WHEREAS, on September 23, 2022, Assembly Bill (AB) 2022 was signed into California law, mandating the replacement of all instances of the use of Sq. in public geographic features and place names; and
WHEREAS, the City Council possess the authority to rename an existing city street by resolution pursuant to Government Code Section 34091.1; and WHEREAS, on March 7, 2024, staff mailed consultation requests to fourteen tribes, and consulted with the Soboba Band of Luiseño Indians and the Pechanga Band of Mission Indians in April and May of 2024, where both tribes deferred to the City of Menifee to select a respectful replacement name; and
WHEREAS, the Community Development Department recommended changing the street name from Sq. Valley Drive to Sun Valley Drive for the 35 lots located north of Snow Creek Drive, south of Baldy Peak Drive, east of Mount Bachelor Way and west of McGalliard Road; and
WHEREAS, the California Committee on Geographic Names (CACGN), a liaison to the U.S. Board on Geographic Names, coordinating the state-wide implementation of AB 2022, required proposed replacement name(s) to be submitted to the Committee by August 20, 2024, and implemented by January 1, 2025; and
WHEREAS, on August 7, 2024, the City Council held a duly noticed public hearing; and
WHEREAS, changing an existing street name is exempt from review under the California Environmental Quality Act (CEQA) pursuant to 14 Cal. Code Regs. 15061(b)(3), because it can be seen with certainty there is no possibility the name change in question will have a significant effect on the environment.

NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Menifee, California does hereby resolve as follows:

Section 1: The City Council approves the street name change for Sq. Valley Drive to Sun Valley Drive for the 35 lots located north of Snow Creek Drive, south of Baldy Peak Drive, east of Mount Bachelor Way, and west of McGalliard Road, as shown in Exhibit “A”, pursuant to the authority vested in the City Council by California Government Code Section 34091.1.

Section 2: The City Clerk and Public Works Department are hereby directed to take whatever action required by law to notify the public of said name change, including providing any required notices, including to the County of Riverside Item Title: 11.2 Squaw Valley Drive Street Name Change
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 1002 of 1560 Sq. Street Name Change
August 7, 2024

pursuant to California Government Code Section 34092, and to proceed to make physical improvements to the street that reflect the intent of this resolution.

PASSED, APPROVED AND ADOPTED on this 7th day of August 2024. _________________________
Bill Zimmerman, Mayor
Attest:
______________________________
Stephanie Roseen, Acting City Clerk
Approved as to form:
______________________________
Jeffrey T. Melching, City Attorney
Item Title: 11.2 Squaw Valley Drive Street Name Change
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Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 1006 of 1560

NOTICE OF PUBLIC HEARING
AND

INTENT TO ADOPT A STREET NAME CHANGE
TIME OF PUBLIC HEARING: 6:00 PM, or as soon thereafter as possible DATE OF PUBLIC HEARING: August 7, 2024
PLACE OF PUBLIC HEARING: Menifee City Council Chambers
29844 Haun Road, Menifee, CA 92586
A PUBLIC HEARING has been scheduled, pursuant to the City of Menifee Municipal Code, before the CITY OF MENIFEE CITY COUNCIL to consider adopting a Resolution to approve the street name change from Squaw Valley Drive to Sun Valley Drive in the City of Menifee, California.

Location: North of Snow Creek Drive, south of Baldy Peak Drive, east of Mount Bachelor Way, and west of McGalliard Road.

Any person wishing to comment on the proposed street name change may do so in writing between the date of this notice and the public hearing. All comments must be received prior to the time of public hearing. All such comments will be submitted to the City Council, and the City Council will consider such comments, in addition to any oral testimony, before making a decision on the proposed Resolution.

If this Resolution is challenged in court, the issues may be limited to those raised at the public hearing, described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Be advised that as a result of public hearings and comments, the City Council may amend, in whole or in part, the proposed Resolution.

For further information regarding this Resolution or to provide written correspondence, please contact Craig Carlson, at (951) 723-3729 or e-mail [email protected] or go to the City of Menifee’s agenda web page at http://www.cityofmenifee.us. Please send all written correspondence to:

THE CITY OF MENIFEE COMMUNITY DEVELOPMENT DEPARTMENT – BUILDING DIVISION Attn: Craig Carlson, Building Official
29844 Haun Road
Menifee, CA 92586
Item Title: 11.2 Squaw Valley Drive Street Name Change
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 1007 of 1560

CITY OF MENIFEE
SUBJECT: Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
MEETING DATE: August 7, 2024
TO: Mayor and City Council
PREPARED BY: Lauri Lockwood, Financial Analyst
REVIEWED BY: Travis Hickey, Chief Financial Officer
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Adopt a resolution establishing Community Facilities District No. 2024-1, Banner Park II, (“CFD No. 2024-1”), located southeast of Domenigoni Parkway at Lindenberger Road and calling an election; and

2. Adopt a resolution determining the necessity to incur bonded indebtedness in an amount-notto exceed $15,000,000 for CFD No. 2024-1; and

3. Adopt a resolution certifying the election results for CFD No. 2024-1; and

4. Introduce an ordinance authorizing the levy of special taxes within CFD No. 2024-1.

DISCUSSION
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 1008 of 1560 City of Menifee Staff Report
Ordinance Introduction and Formation of CFD No. 2024-1, Banner Park II August 7, 2024

On June 19, 2024, the City Council adopted Resolution No. 24-1447 (the “Resolution of Intention”), declaring its intent to commence the formation of CFD No. 2024-1. The next step in the proceedings is to hold a public hearing to conduct an election for CFD No. 2024-1 and to declare the results of that election.

Pulte Home Company, LLC, a Michigan limited liability company (the “Developer”) owns the property in CFD No. 2024-1 and intends to develop it with 182 homes on approximately 81 gross acres located southeast of Domenigoni Parkway at Lindenberger Road. The Developer requested that the City form CFD No. 2024-1 in accordance with the Mello-Roos Community Facilities Act of 1982, as amended, (the “Mello-Roos Act”) 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 $15,000,0000.

The Developer has requested that the boundaries of CFD No. 2024-1 include the area described in “Exhibit A” of the Resolution of Intention and that special taxes be levied within the boundaries of CFD No. 2024-1 in accordance with the Rate and Method of Apportionment (the “RMA”) as described in “Exhibit C” to the Resolution of Intention, which is included as an appendix to the attached Public Hearing Report.

The Resolution of Intention called for a public hearing to be held on August 7, 2024, for the City Council to formally consider the formation of CFD No. 2024-1 and the levy of the special taxes within CFD No. 2024-1. Notice of the public hearing was published in the Press Enterprise and mailed to the Developer in accordance with the Mello-Roos Act.

In connection with the public hearing, Spicer Consulting Group has prepared a Public Hearing Report that 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 and the levy of the special taxes within the CFD in accordance with the RMA and determines the necessity for the CFD to issue bonds in an amount not to exceed $15,000,000. Such resolutions call for an election to submit to the qualified voters in the CFD 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, would also approve and authorize the City Manager to execute and deliver of the following agreements in the forms presented to the City Council: (i) the Acquisition, Construction and Funding Agreement with the Developer (the “Funding Agreement”); (ii) the Joint Community Facilities Agreement with the Developer and Eastern Municipal Water District (“Water District JCFA”) and (iii) the Joint Community Facilities Agreement with the Developer and Menifee Union School District (“School District JCFA”). The Funding Agreement sets forth the terms, among others, pursuant to which the CFD will finance improvements to be constructed by the Developer. In accordance with the Mello-Roos Act, the approval and execution of the Water District JCFA and the School District JCFA allows for the CFD to finance improvements to be owned and operated by Eastern Municipal Water District and Menifee Union School District, respectively, which benefit the development within the CFD.

On file with the City Clerk is a Certificate of the Registrar of Voters of Riverside County certifying that there are no registered voters residing within the boundaries of the CFD. Accordingly, under the Mello-Roos Act, only landowners in the CFD are eligible to vote at the election with each Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 1009 of 1560 City of Menifee Staff Report
Ordinance Introduction and Formation of CFD No. 2024-1, Banner Park II August 7, 2024

owner having one vote for each acre (or portion thereof) that they own within the CFD. The Developer, as the landowner in the CFD, has executed a consent and waiver of certain election procedures for the election within the CFD, 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 would conduct the elections. The City Clerk would announce the election results and the City Council would be asked to adopt the Resolution Certifying the Election Results. Based upon certification that two-thirds of the votes cast are in favor of the propositions voted upon, the Resolution Certifying the Election Results directs the City Clerk to record a notice of special tax lien on the property within the CFD. The City Council would then be asked to introduce the Ordinance authorizing the levy of the special tax within the CFD in accordance with the applicable RMA.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 3
Menifee Mayor and City Council August 7, 2024 Page 1010 of 1560 City of Menifee Staff Report
Ordinance Introduction and Formation of CFD No. 2024-1, Banner Park II August 7, 2024

STRATEGIC PLAN OBJECTIVE
Regular City Business

FISCAL IMPACT
The CFD would be required to annually levy special taxes on all 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 would be secured solely by the special taxes levied in the CFD. The Developer has made a deposit to pay for the costs of forming the CFD. The Funding Agreement includes a provision for reimbursement of these costs to the Developer if and when bonds are issued for the CFD.

ATTACHMENTS

1. Resolution of Formation CFD 2024-1

2. Resolution of Necessity to Incur Debt CFD 2024-1

3. Resolution Certifying Election Results CFD 2024-1

4. Ordinance Authorizing the Levy of Special Taxes CFD 2024-1

5. Public Hearing Report CFD No. 2024-1

6. Acquisition Construction and Funding Agreement CFD 2024-1

7. Joint Community Facilities Agreement (EMWD)

8. Joint Community Facilities Agreement (MUSD)

9. Certificate of Registrar of Voters CFD 2024-1
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 4
Menifee Mayor and City Council August 7, 2024 Page 1011 of 1560 4875-6689-8381v3/200299-0023
RESOLUTION NO. 24-__

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE
ESTABLISHING COMMUNITY FACILITIES DISTRICT NO. 2024-1 OF

THE CITY OF MENIFEE (BANNER PARK II), AUTHORIZING THE

LEVY OF A SPECIAL TAX THEREIN, CALLING AN ELECTION 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. 24-1447 stating its intention to form Community Facilities District No. 2024-1 (Banner Park II) of the City of Menifee (“Community Facilities District No. 2024-1” 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 WHEREAS, a copy of Resolution No. 24-1447 setting forth a description of the proposed boundaries of Community Facilities District No. 2024-1, 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 the District 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. 2024-1 and to levy a special tax (the “Special Tax”) and to incur bonded indebtedness in the amount of up to $15,000,000 therein to finance the facilities and incidental expenses described in Resolution No. 24-1447; and WHEREAS, on August 7, 2024, this City Council conducted a noticed public hearing as required by law relative to the proposed formation of Community Facilities District No. 2024-1, the levy of the Special Tax therein and the issuance of bonded indebtedness by the District; and WHEREAS, at the August 7, 2024, 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 August 7, 2024, public hearing all persons desiring to be heard on all matters pertaining to the formation of Community Facilities District No. 2024-1, the levy of the Special Tax and the issuance of bonded indebtedness were heard and full and fair hearings were held; and 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 Exhibit 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 the District 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, the levy of the Special Tax and the issuance of bonded indebtedness therein; 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. 2024-1 for each of the 90 days Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 1
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prior to August 7, 2024, and that the qualified electors in Community Facilities District No. 2024-1 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. 2024-1 and to call an election therein to authorize (i) the levy of the Special Tax pursuant to the rate and method of apportionment of the special tax, as set forth in Exhibit C to Resolution No. 24-1447 (the “Rate and Method”), (ii) the issuance of bonds to finance the Facilities and Incidental Expenses, and (iii) the establishment of an appropriations limit for Community Facilities District No. 2024-1; 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 (“Pulte”) 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 with Eastern Municipal Water District (the “Water District”) and Pulte, and a Joint Community Facilities Agreement with the Menifee Union School District (the “School District”) and Pulte, relating to certain facilities proposed to be financed by the District and owned and operated by the Water District and the School District (each a “JFCA” and together, the “JCFAs”), and the forms of the JCFAs are on file with the City Clerk.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Menifee, California, hereby finds, determines and orders as follows:

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

Section 2. A community facilities district to be designated “Community Facilities District No. 2024-1 (Banner Park II) of the City of Menifee” is hereby established pursuant to the Act. The City 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. 2024-1 are established as shown on the map designated “Community Facilities District No. 2024-1 (Banner Park II) 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. 93 Page No. 41 on June 24, 2024 as Instrument No. 2024-0181093.

Section 4. The types of Facilities and Incidental Expenses authorized to be provided for Community Facilities District No. 2024-1 are those set forth in Exhibit 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 Item Title: 11.3
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District and that the Facilities to be financed, including those to be financed pursuant the JCFAs to be entered into with the Water District and the School 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 of the District, to levy annually a Special Tax at the rates set forth in the Rate and Method on all non-exempt property within the District sufficient to pay for (i) the Facilities, (ii) the principal and interest and other periodic costs on the bonds proposed to be issued to finance the Facilities and Incidental Expenses, 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 Rate and Method is described in detail in Exhibit C to Resolution No. 24-1447 and incorporated herein by this reference, and the City Council hereby finds that the Rate and Method contains sufficient detail to allow each landowner within the District 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 is based on the expected demand that each parcel of real property within Community Facilities District No. 2024-1 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 shall be levied on each assessor’s parcel in accordance with the Rate and Method provided, however, that the Special Tax shall not be levied after Fiscal Year 2067-68. The Special Tax is apportioned to each parcel 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 the District 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, (ii) the Special Tax shall not be levied after Fiscal Year 2067-68, and (iii) under no circumstances will the Special Tax levied 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 the District 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 Community Facilities District No. 2024-1 shall become for any reason exempt, wholly or partially, from the levy of the Special Tax specified in the 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. 2024-1, increase the levy to the extent necessary and permitted by law and these Item Title: 11.3
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proceedings upon the remaining property within Community Facilities District No. 2024-1 which is not exempt or delinquent in order to yield the required debt service payments on any outstanding bonds of the District, or to prevent the District from defaulting on any of its other obligations or liabilities; provided, however, under no circumstances will the Special Tax levied against any 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 the District 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 will be set in accordance with the Rate and Method. The obligation to pay Special Taxes may be prepaid only as set forth in Section G of the Rate and Method.

Section 7. Upon recordation of a notice of special tax lien 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 the District and this lien shall continue in force and effect until the Special Tax obligation is prepaid and permanently satisfied and the lien canceled in accordance with law or until collection of the Special Tax 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. 2024-1, 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. 2024-1 and will be benefited by the Facilities proposed to be provided within Community Facilities District No. 2024-1.

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. 2024-1 for the exclusive purpose of paying the principal of or interest on bonds or other indebtedness incurred to finance the construction of capital facilities which provide the same services to the territory of Community Facilities District No. 2024-1 as are proposed to be provided by the Facilities to be financed by Community Facilities District No. 2024-1.

Section 10. Written protests against the establishment of the District have not been filed by one-half or more of the registered voters within the boundaries of the District or by the property owners of one-half (1/2) or more of the area of land within the District. 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 Community Facilities District No. 2024-1 on the propositions of levying the Special Tax on the property within Community Facilities District No. 2024-1 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, 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 Exhibit B.

Section 12. The date of the election for Community Facilities District No. 2024-1 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 August 7, 2024, or such later Item Title: 11.3
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date as is consented to by the City Clerk or Deputy City Clerk (referred to herein as the “City Clerk”) of the City of Menifee; provided that, if the election is to take place sooner Item Title: 11.3
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than 90 days after August 7, 2024, then the unanimous written consent of each qualified elector within the District to such election date must be obtained. The polls shall be open for said election immediately following the close of the public hearing on August 7, 2024. 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 Community Facilities District No. 2024-1.

The City Clerk has secured a certificate from the Registrar of Voters of the County of Riverside certifying that there were no registered voters within the District as of June 12, 2024. Accordingly, since there were fewer than 12 registered voters within the District for each of the 90 days preceding August 7, 2024, the qualified electors shall be the landowners within the District and each landowner, or the authorized representative thereof, shall have one vote for each acre or portion thereof that such landowner owns within Community Facilities District No. 2024-1, as provided in Section 53326 of the Act. The landowner within the District has executed and delivered a waiver of certain election law requirements and consenting to the holding of the election on August 7, 2024, 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. 2024-1. 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 form of the Agreement on file with the City Clerk is approved as to form, and each of the City Manager, Chief Financial Officer, 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.

Section 15. The forms of the JCFAs on file with the City Clerk are approved as to form, and each of the City Manager, Chief Financial Officer, and their written designees, is authorized to execute the JCFAs in substantially the forms 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 16. This Resolution shall be effective upon its adoption. {SIGNATURES ON NEXT PAGE}
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PASSED, APPROVED AND ADOPTED this the 7th day of August 2024. ___________________________
Bill Zimmerman, Mayor
Attest:
___________________________
Stephanie Roseen, Acting City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney
Item Title: 11.3
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EXHIBIT A
Types of Facilities
to Be Financed by Community
Facilities District No. 2024-1 (Banner Park II) of the City of Menifee The proposed types of public facilities and expenses to be financed by the District include:

The construction, purchase, modification, expansion, rehabilitation and/or improvement of (i) drainage, library, park, street, roadway, traffic signal and streetlights, administration and general government facilities, animal shelter facilities, fire and public safety facilities, 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 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”), (iii) interim and permanent school facilities of Menifee Union 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, including such school facilities of Menifee Union School District which are included in Menifee Union School District’s school fee program (the “School Facilities”), and (iv) electrical utility undergrounding and dry utilities (the “Utilities” and together, with the City Facilities, the Water Facilities, and the School 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: 11.3
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EXHIBIT B

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK II)

OF THE CITY OF MENIFEE

SPECIAL TAX AND SPECIAL BOND ELECTION
PROPOSITION A: Shall Community Facilities District
No. 2024-1 (Banner Park II) of the City of Menifee (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $15,000,000, 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. 24-
1447 of the City Council of the City of Menifee?
PROPOSITION B: Shall a special tax with a rate and
method of apportionment as provided in Resolution No.
24-1447 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. 24-1447,
including the payment of the principal of and interest on bonds issued to finance the Facilities and Incidental
Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION C: For each year commencing with
Fiscal Year 2024-25, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, for the District be an amount equal to $4,000,000?
YES______
NO_______
Item Title: 11.3
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RESOLUTION NO. _____

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE

ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES
DISTRICT NO. 2024-1 (BANNER PARK II) OF THE CITY OF MENIFEE

DETERMINING THE NECESSITY TO INCUR BONDED
INDEBTEDNESS IN AN AMOUNT NOT TO EXCEED $15,000,000
WITHIN COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER

PARK II) OF THE CITY OF MENIFEE AND CALLING AN ELECTION

THEREIN
WHEREAS, on June 19, 2024, the City Council of the City of Menifee (the “City Council”) adopted Resolution No. 24-1447 stating its intention to form Community Facilities District No. 2024-1 (Banner Park II) of the City of Menifee (“Community Facilities District No. 2024-1” or the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”); and WHEREAS, on June 19, 2024, the City Council also adopted Resolution No. 24-1448 stating its intention to incur bonded indebtedness in the amount of up to $15,000,000 within proposed Community Facilities District No. 2024-1 to finance (1) the purchase, construction, modification, expansion, improvement or rehabilitation of public facilities identified in Exhibit B to Resolution No. 24-1447, and (2) the incidental expenses to be incurred in financing such public facilities and forming and administering the District, as identified in Exhibit B to Resolution No. 24-1447; and WHEREAS, notice was published as required by law relative to the intention of the City Council to form proposed Community Facilities District No. 2024-1 and to incur bonded indebtedness in the amount of up to $15,000,000 within the boundaries of proposed Community Facilities District No. 2024- 1; and
WHEREAS, on August 7, 2024, this City Council conducted a noticed public hearing to determine whether it should proceed with the formation of Community Facilities District No. 2024-1, issue bonds to pay for the facilities and incidental expenses described in Resolution No. 24-1447 and authorize the rate and method of apportionment of a special tax to be levied within Community Facilities District No. 2024-1 for the purposes described in Resolution No. 24-1447; and WHEREAS, at said hearing all persons desiring to be heard on all matters pertaining to the formation of Community Facilities District No. 2024-1, the levy of a special tax and the issuance of bonds to pay for the cost of the proposed facilities and incidental expenses were heard and a full and fair hearing was held; and
WHEREAS, the City Council subsequent to such hearing adopted Resolution No. 24-___ establishing Community Facilities District No. 2024-1 (the “Resolution of Formation”) and authorizing the financing of the public facilities (the “Facilities”) and the incidental expenses (the “Incidental Expenses”) described in Exhibit A thereto; and
WHEREAS, the City Council desires to make the necessary findings to incur bonded indebtedness within the District, to declare the purpose for said debt, and to authorize the submittal of a proposition to issue bonded indebtedness to the voters of the District, being the landowners within the proposed District, all as authorized and required by law;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MENIFEE HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS:

Section 1. It is necessary to incur bonded indebtedness in a maximum aggregate principal amount Item Title: 11.3
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not to exceed $15,000,000 within Community Facilities District No. 2024-1.

Section 2. The indebtedness is to be incurred for the purpose of financing the costs of purchasing, constructing, modifying, expanding, improving, 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. 2024-1, 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 Community Facilities District No. 2024-1, other than property exempted from the special tax pursuant to the provisions of the rate and method of apportionment attached to Resolution No. 24-1447 as Exhibit C, shall pay for the bonded indebtedness pursuant to the levy of the special tax authorized by the Resolution of Formation.

Section 4. The maximum term of the bonds to be issued 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.

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 Government Code, 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 Community Facilities District No. 2024-1 on the proposition of incurring the bonded indebtedness.

The proposition relative to incurring bonded indebtedness in the maximum aggregate principal amount of $15,000,000 shall be in the form of Proposition A set forth in Exhibit 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 the District as described in the Resolution of Formation, which proposition shall be in the form of Proposition B set forth in Exhibit 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 Exhibit A.

Section 8. The date of the special election for Community Facilities District No. 2024-1 on the propositions of incurring the bonded indebtedness, authorizing the levy of the special tax and setting an appropriations limit shall be August 7, 2024, or such later date as is consented to by the City Clerk, or a Deputy City Clerk of the City (referred to herein as the “City Clerk”); provided that, if the election is to take place sooner than 90 days after August 7, 2024, then the unanimous written consent of each qualified elector within the District to such election date must be obtained. The polls shall be open for said election immediately following the public hearing on August 7, 2024. 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 Item Title: 11.3
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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 election shall be distributed in person, or by mail with return postage prepaid, to the qualified electors within Community Facilities District No. 2024-1.

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 June 12, 2024. Accordingly, since there were fewer than 12 registered voters within the District for each of the 90 days preceding August 7, 2024, the qualified electors shall be the landowners within the District and each landowner, or the authorized representative thereof, shall have one vote for each acre or portion thereof that such landowner owns within Community Facilities District No. 2024-1, as provided in Section 53326 of the Act.

The landowners within the District have each executed and delivered a waiver of certain election law requirements and consenting to the holding of the election on August 7, 2024, which waivers are on file with the City Clerk.

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

PASSED, APPROVED AND ADOPTED this the 7th day of August, 2024. ___________________________
Bill Zimmerman, Mayor
Attest:
___________________________
Stephanie Roseen, Acting City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney
Item Title: 11.3
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EXHIBIT A

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK II)

OF THE CITY OF MENIFEE

SPECIAL TAX AND SPECIAL BOND ELECTION
PROPOSITION A: Shall Community Facilities District
No. 2024-1 (Banner Park II) of the City of Menifee (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $15,000,000, 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. 24-
1447 of the City Council of the City of Menifee?
PROPOSITION B: Shall a special tax with a rate and
method of apportionment as provided in Resolution No.
24-1447 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. 24-1447,
including the payment of the principal of and interest on bonds issued to finance the Facilities and Incidental
Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION C: For each year commencing with
Fiscal Year 2024-25, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, for the District be an amount equal to $4,000,000?
YES______
NO_______
Item Title: 11.3
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RESOLUTION NO. 24-___

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENIFEE,

CALIFORNIA ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK

II) OF THE CITY OF MENIFEE CERTIFYING ELECTION RESULTS
WHEREAS, the City Council of the City of Menifee called and duly held an election on August 7, 2024, within the boundaries of Community Facilities District No. 2024-1 (Banner Park II) of the City of Menifee (“Community Facilities District No. 2024-1” or the “District”) pursuant to Resolution Nos. 24-___ and 24-___ for the purpose of presenting to the qualified electors within the District Propositions A, B, and C, attached hereto as Exhibit A; and
WHEREAS, there has been presented to this City Council a certificate of the City Clerk or Deputy City Clerk (referred to herein as the “City Clerk”) canvassing the results of the election, a copy of which is attached hereto as Exhibit B;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Menifee, California hereby finds, determines and orders as follows:

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 presented to the qualified electors of the District on August 7, 2024, 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 the District the special tax described in Proposition B 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 $15,000,000 specified in Proposition A.

Section 3. 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 the District which Bond Counsel to the District shall prepare in the form required by Streets and Highways Code Section 3114.5.

Section 4. This Resolution shall be effective upon its adoption. {SIGNATURES ON FOLLOWING PAGE}
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PASSED, APPROVED AND ADOPTED this the 7th day of August, 2024. ___________________________
Bill Zimmerman, Mayor
Attest:
___________________________
Stephanie Roseen, Acting City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney
Item Title: 11.3
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Menifee Mayor and City Council August 7, 2024 Page 1027 of 1560 4889-6543-6621v3/200299-0023

EXHIBIT A

BALLOT PROPOSITIONS
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK II)

OF THE CITY OF MENIFEE

SPECIAL TAX AND SPECIAL BOND ELECTION
PROPOSITION A: Shall Community Facilities District
No. 2024-1 (Banner Park II) of the City of Menifee (the “District”) incur an indebtedness and issue bonds in the maximum principal amount of $15,000,000, 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. 24-
1447 of the City Council of the City of Menifee?
PROPOSITION B: Shall a special tax with a rate and
method of apportionment as provided in Resolution No.
24-1447 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. 24-1447,
including the payment of the principal of and interest on bonds issued to finance the Facilities and Incidental
Expenses?
YES______
NO_______
YES______
NO_______
PROPOSITION C: For each year commencing with
Fiscal Year 2024-25, shall the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, for the District be an amount equal to $4,000,000?
YES______
NO_______
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EXHIBIT B

CERTIFICATE OF CITY CLERK

AS TO THE RESULTS OF THE CANVASS OF THE ELECTION RETURNS I, Stephanie Roseen, 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 Community Facilities District No. 2024-1 (Banner Park II) of the City of Menifee (the “City”). The election was held in the City Council Chambers, 29844 Haun Road, Menifee, California, on August 7, 2024. 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 are as follows:

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

NO: NO: NO:

TOTAL: TOTAL: TOTAL:

Dated this 7th day of August, 2024.
/s/ Stephanie Roseen
Stephanie Roseen, Acting City Clerk
City of Menifee
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ORDINANCE NO. ___-___

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MENIFEE,

CALIFORNIA ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK

II) OF THE CITY OF MENIFEE AUTHORIZING THE LEVY OF SPECIAL TAXES
WHEREAS, on June 19, 2024, the City Council (the “City Council”) of the City of Menifee (the “City”) adopted Resolution No. 24-1447 declaring its intention to form Community Facilities District No. 2024-1 (Banner Park II) of the City of Menifee (the “District”) 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. 24-1448 declaring its intention to incur bonded indebtedness for the District; and WHEREAS, on August 7, 2024, 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 proposed levy of a special tax therein to finance certain public facilities described in Resolution No. 24-1447 and to secure the payment of any bonded indebtedness of the District, and the proposed issuance of up to $15,000,000 of bonded indebtedness as described in Resolution No. 24-1448; and WHEREAS, at the August 7, 2024, public hearing, all persons desiring to be heard on all matters pertaining to the formation of the District and the proposed levy of the special tax to finance the facilities described in Resolution No. 24-1447 and to secure the payment of up to $15,000,000 of bonded indebtedness of the District as described in Resolution No. 24-1448 (the “Bonds”) were heard and a full and fair hearing was held; and
WHEREAS, on August 7, 2024, the City Council adopted Resolution Nos. 24-___ and 24-___ which formed the District and called a special election within the District on August 7, 2024 on three propositions relating to the levy of a special tax within the District, the issuance of the Bonds and the establishment of an appropriations limit within the District; and WHEREAS, on August 7, 2024, a special election was held within the District at which the qualified electors approved by more than a two-thirds vote Propositions A, B and C authorizing the levy of a special tax within the District for the purposes described in Resolution No. 24-___, the issuance of the Bonds as described in Resolution No. 24-___ and establishing an appropriations limit for the District.

NOW, THEREFORE, BE IT RESOLVED that 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 the District 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 Exhibit C” to Resolution No. 24-1447, which is incorporated by reference herein (the “Rate and Method”). The special taxes are hereby levied commencing in the fiscal year specified in the Rate and Method and in each fiscal year thereafter until payment in full of the Bonds (including any bonds issued to refund the Bonds), payment of all costs of the public facilities authorized to be financed by the District, and payment of all costs of administering the District.

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Section 3. Each of the Mayor, the City Manager, the Chief Financial Officer, 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 the District, in the manner and as provided in the Rate and Method. The special tax rate levied on a parcel pursuant to the 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, 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 in each fiscal year, and with respect to the special tax, until the Bonds are paid in full, the facilities 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, except as otherwise provided in Sections 53317.3 and 53317.5 of the Act and Section F of the Rate and Method. No other properties or entities are exempt from the special tax unless the properties or entities are expressly exempted in Resolution No. 24-___ or in a resolution of consideration to levy a new special tax or special taxes or to alter the rate or method of apportionment or an existing special tax as provided in Section 53334 of the Act.

Section 5. All of the collections of the special tax shall be used as provided for in the Act, the Rate and Method and Resolution No. 24-___.

Section 6. The special tax 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 (including any bonds issued to refund the 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 the Bonds (including any bonds issued to refund the Bonds), order that the same be collected by an action brought in the superior court to foreclose the lien of such special tax, as authorized by the Act.

Section 8. The Mayor of the City shall sign this Ordinance and the City Clerk or Deputy 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.

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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.

This Ordinance was introduced on August 7, 2024 and PASSED, APPROVED AND ADOPTED this the 21st day of August, 2024.
___________________________
Bill Zimmerman, Mayor
Attest:
___________________________
Stephanie Roseen, Acting City Clerk
Approved as to form:
___________________________
Jeffrey T. Melching, City Attorney
Item Title: 11.3
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COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK II)

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. 2024-1 (BANNER PARK II) 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 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”) and Menifee Union School District (the “School District”) as well as dry utility improvements required for development (the “Utility improvements”), 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 and the 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 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 behalf of the Developer and (2) the Community Facilities District will fund the City Fee Facility Item Title: 11.3
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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 to finance the Improvements, including a 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. From time to time, Developer will make additional advances, within 10 business days following receipt from the City of a request for an additional advance, to cover the costs of the formation proceedings and any change proceedings under the Act requested by the Developer. The City will provide to Developer on request a summary of how the advances have been spent and the unexpended balance remaining. The amounts advanced by the Developer and, to the extent determined reasonable and appropriate by the City, expenses incurred by the Developer for engineering consultant costs in connection with the formation proceedings, any change proceedings and the issuance of Bonds, will be reimbursable to the Developer, without interest, from the Bonds. In the event that Bonds are not issued to provide a source of reimbursement to Developer, the City shall not have any liability to Developer to reimburse it for any of the amounts previously advanced by Developer and expended by the City.

Prior to the issuance of the Bonds, the City will request a final advance for any unpaid expenses incurred during preparatory technical, financial and legal work; and following payment of such expenses, the City shall promptly release the balance, if any, of the advance to the Developer.

Should the City’s expenses exceed the remaining balance, the City will bill the Developer for the difference, which the Developer agrees to pay within 10 days following receipt of such billing, subject to the conditions of paragraph one of this section.

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 the CFD 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 the ratio of the value of all parcels of property within the CFD 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 the CFD 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 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.

Item Title: 11.3
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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 the CFD 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 the CFD (“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 (rated “A” or better, or otherwise approved by the City) 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 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 or the following fiscal year (whichever is greater) 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. The total amount to be drawn under the Security shall not exceed an amount equal to the Special Taxes owed by the Account Party 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 Item Title: 11.3
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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 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, 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 owed by the Account Party 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 any Sizing Property is sold or transferred by an Account Party with the result that the Sizing Property owned by the transferee together with any of its affiliates Item Title: 11.3
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(“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 Sizing Property owned by such Transferee. 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 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 and Rule 10b-5 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 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 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 Item Title: 11.3
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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:
(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 collected by the CFD remaining after the payment of administrative expenses of the CFD 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 (including the Utility 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 Improvements 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 Improvements 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, 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 pursuant to the Rate and Method. 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, the City shall have no obligation to levy Special Taxes 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.

Item Title: 11.3
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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 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.

Item Title: 11.3
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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 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 Item Title: 11.3
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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.
(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.

Item Title: 11.3
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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 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 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;
Item Title: 11.3
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(i) The design and engineering costs of such City Improvement including, without limitation, the costs incurred in preparing the Plans; (ii) The costs of environmental evaluations and public agency permits and approvals attributable to the City Improvement;
(iii) 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;
(iv) Professional costs associated with the City Improvement such as engineering, inspection, construction staking, materials, testing and similar professional services; and (v) 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 Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
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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.

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 noncompliance 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.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 12
Menifee Mayor and City Council August 7, 2024 Page 1095 of 1560 13 4861-1652-1421v4/200299-0023

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 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 Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 13
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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 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 Improvements 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 Improvements 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 Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 14
Menifee Mayor and City Council August 7, 2024 Page 1097 of 1560 15 4861-1652-1421v4/200299-0023
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.

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.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 15
Menifee Mayor and City Council August 7, 2024 Page 1098 of 1560 16 4861-1652-1421v4/200299-0023

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 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 92586, Attention:

Chief Financial Officer. Any notice to Developer shall be addressed to Pulte Home Company, LLC, 27401 Los Altos, Suite 400, Mission Viejo, CA 92691, Attention: Darren Warren.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 16
Menifee Mayor and City Council August 7, 2024 Page 1099 of 1560 17 4861-1652-1421v4/200299-0023
Each Party may change its address for delivery of notice by delivering written notice of such change of address to the other Party hereto.

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: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 17
Menifee Mayor and City Council August 7, 2024 Page 1100 of 1560 18 4861-1652-1421v4/200299-0023

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: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 18
Menifee Mayor and City Council August 7, 2024 Page 1101 of 1560 19 4861-1652-1421v4/200299-0023
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: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 19
Menifee Mayor and City Council August 7, 2024 Page 1102 of 1560 S-1
4861-1652-1421v4/200299-0023
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written below.

DATED: August 7, 2024
CITY OF MENIFEE, a political subdivision
of the State of California
By:

Armando G. Villa, City Manager
ATTEST:

By:

Stephanie Roseen, Acting City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY FOR THE CITY OF

MENIFEE
By:

Jeffrey T. Melching, City Attorney

PULTE HOME COMPANY, LLC,
a Michigan limited liability company
By:

Name:

Title:

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 20
Menifee Mayor and City Council August 7, 2024 Page 1103 of 1560 4861-1652-1421v4/200299-0023

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: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 21
Menifee Mayor and City Council August 7, 2024 Page 1104 of 1560 A-1
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EXHIBIT A

DESCRIPTION OF DEVELOPER PROPERTY
Real property in the City of Menifee, County of Riverside, State of California, described as follows:

PARCEL 1 OF PARCEL MAP 38627, IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 257, PAGES 98 THROUGH 102, INCLUSIVE, OF PARCEL MAPS, RECORDED AS DOCUMENT NO. 2024-0058006 ON MARCH 1, 2024 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 22
Menifee Mayor and City Council August 7, 2024 Page 1105 of 1560 C-1
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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
Law Enforcement $ 184,184
Fire Facilities 128,856
General Government 234,234
Transportation Impact 1,413,048
Transportation Impact (Estimated Fee Credit) (1,190,019) Quimby 327,600
Quimby (Estimated Fee Credit) (327,600)
Parks & Rec 343,070
Animal Shelter 18,746
City Projects 226,424
Total City Fees Facility Improvements $ 1,358,543
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:

Description Estimated Cost
Traffic Signal (Briggs & Newport) $ 750,000
Traffic Signal Modification (Lindenberger) 570,000
Briggs Road 1,400,000
Storm Drain 1,227,545
In-Tract Street Improvements 2,400,000
Dry Utilities 508,250
Design, Planning and Engineering 317,377
Total City Improvements $ 7,173,172
(1) Amounts are estimates and subject to change. The Acquisition Price will be funded with Bond proceeds.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 23
Menifee Mayor and City Council August 7, 2024 Page 1106 of 1560 C-2
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EXHIBIT C

DESCRIPTION OF THE MISCELLANEOUS IMPROVEMENTS
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 $ 632,632
Sewer Treatment Plant Capacity Charge 1,199,198
Water Financial Participation Charge 1,349,712
Water Supply Development Fee 71,526
Irrigation Meter Fees 100,980
Meter Fee 68,614
Total Estimated Water District Facilities Fees $ 3,422,662 The School District improvements to be financed include the following amounts:

Estimated Cost of the School Facilities
Description Estimated Cost
Menifee Union School District Fees $637,000
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 24
Menifee Mayor and City Council August 7, 2024 Page 1107 of 1560 D-1
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EXHIBIT D
CFD NO. 2024-1 (BANNER PARK II) OF THE CITY OF MENIFEE

DISBURSEMENT REQUEST FORM

1. Community Facilities District No. 2024-1 (Banner Park II) 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 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 the CFD (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: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 25
Menifee Mayor and City Council August 7, 2024 Page 1108 of 1560 D-2
4861-1652-1421v4/200299-0023
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: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 26
Menifee Mayor and City Council August 7, 2024 Page 1109 of 1560

JOINT COMMUNITY FACILITIES AGREEMENT
relating to
Community Facilities District No. 2024-1 (Banner Park II) 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 _____, 2024, 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. 2024-1 (Banner Park II) 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.

R E C I T A L S:

A. The property (“Property”) 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 has sole rights to develop the Property included in the CFD. Developer intends to develop the Property for residential purposes. The Property is described in Exhibit “B” hereto.

C. The City received a petition in accordance with the Act (defined below) to form the CFD 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.

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 Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 1110 of 1560 2 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 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 the CFD. (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: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 1111 of 1560 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) “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.
(l) “Party” or “Parties” shall mean any one or all of the parties to this Agreement. (m) “Payment Request” means a request for payment relating to Acquisition Facilities in the form attached hereto as Exhibit “E.”
(n) “Rate and Method” means the Rate and Method of Apportionment of the Special Tax authorizing the levy and collection of Special Taxes pursuant to proceedings undertaken for the formation of the CFD pursuant to the Act.
(o) “Special Taxes” means the special taxes authorized to be levied and collected within the CFD pursuant to the Rate and Method.
(p) “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.

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.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 3
Menifee Mayor and City Council August 7, 2024 Page 1112 of 1560 4 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 within the CFD 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.
(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 Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 4
Menifee Mayor and City Council August 7, 2024 Page 1113 of 1560 5 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. (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.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 5
Menifee Mayor and City Council August 7, 2024 Page 1114 of 1560 6 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. 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:

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 6
Menifee Mayor and City Council August 7, 2024 Page 1115 of 1560 7 (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. (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 Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 7
Menifee Mayor and City Council August 7, 2024 Page 1116 of 1560 8 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 caseby-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, and 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 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, Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 8
Menifee Mayor and City Council August 7, 2024 Page 1117 of 1560 9 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.

Notwithstanding the preceding provisions of this Section, the source of funds for the acquisition of the Acquisition Facility or any portion thereof shall be funds on deposit in the Other Facilities Account of the Improvement Fund. If no such funds are available, EMWD shall not be required to acquire the Acquisition Facility from the Developer. In such event, the Developer shall complete the design and construction and offer to EMWD property ownership of such portions of the Acquisition Facility as are required to be constructed by the Developer as a condition to recordation of subdivision maps for the Property, but need not construct any portion of the Acquisition Facility that it is not so required to construct.

Reimbursement for these facilities would be made pursuant to the “Standard Water and/or Sewer Facilities and Service Agreement(s)” by and between EMWD and the Developer. (g) Easements and/or Fee Title Property Ownership Deeds. The Developer shall, at the time EMWD acquires the Acquisition Facility as provided in Section 7(f) hereof, grant or cause to be granted to EMWD, by appropriate instruments prescribed by EMWD, all easements across private property and/or fee title property ownership deeds which may be reasonably necessary for the proper operation and maintenance of such Acquisition Facility, or any part thereof. (h) Permits. The Developer shall be responsible for obtaining all necessary construction permits from the City covering construction and installation of the Acquisition Facility. EMWD will request the City to issue an “operate and maintain permit” to EMWD, which will become effective upon the completion of the Acquisition Facility and acceptance of property ownership therewith by EMWD. (i) Maintenance. Prior to the transfer of property ownership of an Acquisition Facility by the Developer to EMWD, as provided in Section 7(f) hereof, the Developer shall be responsible for the maintenance thereof and shall require its contractor(s) to repair all facilities damaged by any party, prior to acceptance by EMWD and/or make corrections determined to be necessary by EMWD’s inspection personnel.
(j) Inspection of Records. EMWD 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 Acquisition Facility during normal business hours by making arrangements with the Developer. The Developer shall have the right to review all books and records of EMWD pertaining to costs and expenses incurred by EMWD for services of the EMWD Engineer Representative by making arrangements with EMWD.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 9
Menifee Mayor and City Council August 7, 2024 Page 1118 of 1560 10 (k) Property Ownership of Improvements. Notwithstanding the fact that some or all of the Acquisition Facility may be constructed in dedicated street rights-of-way or on property that has been or will be dedicated to EMWD, each Acquisition Facility shall be and remain the property of the Developer until acquired by EMWD as provided in this Agreement.
(l) Materials and Workmanship Warranty. Upon the completion of the acquisition of an Acquisition Facility by EMWD, the performance bond related to such individual Acquisition Facility provided by the Developer pursuant to Section 7(c)(v) hereof, shall be reduced by 90%, and the remaining 10% shall serve as a maintenance bond to guarantee that such Acquisition Facility will be free from defects due to faulty workmanship or materials for a period of one year. Release of performance and payment bonds is addressed in the Standard Water and/or Sewer Facilities and Service Agreement, by and between EMWD and the Developer.
(m) Independent Contractor. In performing this Agreement with respect to the Acquisition Facilities, the Developer is an independent contractor and not the agent of EMWD. EMWD shall not have any responsibility for payment to any contractor, subcontractor or supplier of the 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.
(n) Insurance Requirements. Neither the Developer nor its contractor shall commence work on an Acquisition Facility under this Agreement prior to obtaining all insurance required hereunder with a company or companies acceptable to EMWD, nor shall the Developer’s contractor allow any subcontractor to commence work on its subcontract until all insurance required of the subcontractor has been obtained.

The Developer shall, during the life of this Agreement, notify EMWD in writing of any incident giving rise to any potential bodily injury or property damage claim and any resultant settlements, whether in conjunction with this or any other project that may affect the limits of the required coverage, as soon as is reasonable and practical.

Both the Developer and its contractor shall conform in every respect to the requirements set forth in the Standard Water and/or Sewer Facilities and Service Agreement, by and between EMWD and the Developer.

8. Indemnification.
(a) Indemnification by the City. The City shall assume the defense of, indemnify and save harmless, EMWD, its officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of the City with respect to this Agreement and the issuance of the Bonds; provided, however, that the City shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees.
(b) Indemnification by Developer. Developer shall assume the defense of, indemnify and save harmless, the City, the CFD and EMWD, their respective officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of Developer with respect to this Agreement; provided, however, that Developer shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 10
Menifee Mayor and City Council August 7, 2024 Page 1119 of 1560 11 (c) Indemnification by EMWD. EMWD shall assume the defense of, indemnify and save harmless, the City, the CFD and their respective officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of EMWD with respect to this Agreement, and the design, engineering and construction of the EMWD Facilities and the Acquisition Facilities constructed by EMWD; provided, however, that EMWD shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees.

9. Allocation of Special Taxes. The entire amount of any Special Taxes levied by the CFD to repay Bonds, or to fund other obligations, shall be allocated to the CFD.

10. Amendment and Assignment. This Agreement may be amended at any time but only in writing signed by each Party hereto. This Agreement may be assigned, in whole or in part, by the Developer to the purchaser of any parcel of land within the Property, provided, however, such assignment shall not be effective unless and until EMWD and the City have been notified, in writing, of such assignment and the assignment specifies whether the Developer or such assignee is authorized to execute disbursement requests.

11. Entire Agreement. This Agreement contains the entire 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.

12. 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 hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows:

City: City of Menifee
29844 Haun Road
Menifee, CA 92586
Attention: City Manager
EMWD: Eastern Municipal Water District
P.O. Box 8300
2270 Trumble Road
Perris, CA 92572-8300
Attention: Special Funding Division
Email: [email protected]
Developer: Pulte Home Company, LLC
27401 Los Altos, Suite 400
Mission Viejo, CA 92691
Attention: Darren Warren
Each Party may change its address for delivery of notice by delivering written notice of such change of address to the other Parties hereto. Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier upon the sender’s receipt of written acknowledgement from the addressee, (c) if given by registered or certified mail, return receipt requested, Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 11
Menifee Mayor and City Council August 7, 2024 Page 1120 of 1560 12 deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

13. Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference.

14. Attorney’s Fees. In the event of the bringing of any action or suit by any Party against any other Party arising out of this Agreement, the Party in whose favor final judgment shall be entered shall be entitled to recover from the losing Party all costs and expenses of suit, including reasonable attorney’s fees.

15. Interpretation in the event of Ambiguities or Disputes. The Parties acknowledge and agree that each has been given the opportunity to review this Agreement with legal counsel independently, and/or has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. In the event of an ambiguity in or dispute regarding the interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of interpretation providing for interpretation against the Party who causes the uncertainty to exist or against the drafter.

16. Severability. If any part of this Agreement is held to be illegal or unenforceable by court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

17. 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.

18. Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by any other Party hereto, or the failure by a Party to exercise its rights upon the default of any other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Party with the terms of this Agreement thereafter.

19. No Third-Party Beneficiaries. No person or entity other than the CFD, when and if formed, 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 EMWD, the City, the CFD and Developer (and their respective successors and assigns, exclusive of individual homebuyers), any rights, remedies, obligations or liabilities under or by reason of this Agreement.

20. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

21. 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. [REMAINDER OF PAGE LEFT BLANK]
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 12
Menifee Mayor and City Council August 7, 2024 Page 1121 of 1560 S-1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above.

CITY OF MENIFEE
_____________________________
Armando G. Villa, City Manager
ATTEST:

By: _____________________________
Stephanie Roseen, Acting City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY OF THE CITY OF MENIFEE
By: _____________________________
Jeffrey T. Melching, City Attorney
[SIGNATURES CONTINUED ON NEXT PAGE.]
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 13
Menifee Mayor and City Council August 7, 2024 Page 1122 of 1560 S-2

EASTERN MUNICIPAL WATER DISTRICT
By: _________________________________
Joe Mouawad, P.E., General Manager
ATTEST:

By: _____________________________
Sheila Zelaya, Board Secretary

DEVELOPER

PULTE HOME COMPANY, LLC,
a Michigan limited liability company
By: _________________________________
Its: _________________________________
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 14
Menifee Mayor and City Council August 7, 2024 Page 1123 of 1560 B-1
EXHIBIT “A”
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK II)

OF THE CITY OF MENIFEE

DEPICTION OF PROPERTY
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 15
Menifee Mayor and City Council August 7, 2024 Page 1124 of 1560 B-2
EXHIBIT “B”
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK II)

OF THE CITY OF MENIFEE

DESCRIPTION OF PROPERTY
City of Menifee, County of Riverside, State of California Tract Map(s):

TRACT NOS. 37671-1, -2, and -F
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 16
Menifee Mayor and City Council August 7, 2024 Page 1125 of 1560 C-1
EXHIBIT “C”
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK II)

OF THE CITY OF MENIFEE

FACILITIES DESCRIPTION

1. EMWD Facilities. The type of EMWD Facilities eligible to be financed by the CFD under the Act are as follows:

Those water and sewer facilities included in EMWD’s water and sewer capacity and connection fee programs used to finance expansion projects, exclusive of in-tract facilities contributed by Developer.

EMWD Facilities include but are not limited to the following: water and sewer transmission pipelines, sewer treatment plants, disposal ponds, pumping plants, lift stations and water reservoirs, including all costs of site acquisition, planning, design, engineering, legal services, materials testing, coordination, surveying, construction staking, construction, inspection and any and all appurtenant facilities and appurtenant work relating to the foregoing.

2. Acquisition Facilities. The types of Acquisition Facilities eligible to be financed by the CFD under the Act shall consist of sewer and water transmission lines, sewer and water pump stations and water reservoirs, including all costs of site acquisition, planning, design, engineering, legal services, materials testing, coordination, surveying, construction staking, construction inspection and any and all appurtenant facilities to the foregoing required to serve the Property. The facilities listed above are representative of the types of facilities eligible to be financed by the CFD as Acquisition Facilities.

Detailed scope and limits of specific projects will be determined by EMWD as appropriate, consistent with the standards of the EMWD.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 17
Menifee Mayor and City Council August 7, 2024 Page 1126 of 1560 D-1
EXHIBIT “D”
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK II)

OF THE CITY OF MENIFEE

DISBURSEMENT REQUEST FORM
(EMWD Facilities)

1. City of Menifee Community Facilities District No. 2024-1(Banner Park II) of the City of Menifee (“CFD”) is hereby requested to pay from the CFD bond proceeds (“Bond Proceeds”) to Eastern Municipal Water District (“EMWD”), as Payee, or to EMWD’s designee, the sum set forth in 3 below.

2. The undersigned certifies that the amount requested for EMWD Facilities is due and payable, has not formed the basis of a prior request or payment, and is being made with respect to the connection of the property described below to the EMWD system.

3. Amount requested: $________________
For Tract/Lot Nos: _________________

4. The amount set forth in 3 above is authorized and payable pursuant to the terms of the Joint Community Facilities Agreement, by and among the City of Menifee, EMWD and Pulte Home Company, LLC, dated _________, 2024 (the “Agreement”). Capitalized terms not defined herein shall have the meaning set forth in the Agreement. EMWD shall spend the Bond Proceeds allocated hereby in accordance with the requirements set forth in Section 5 of the Agreement.

5. By entering into the 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.

DEVELOPER

PULTE HOME COMPANY, LLC,
a Michigan limited liability company
By:

EASTERN MUNICIPAL WATER DISTRICT
By: ______________________ _
Name: _____________________
Title: ___________________ __
Date: ___________________ __
cc: EMWD Special Funding District
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 18
Menifee Mayor and City Council August 7, 2024 Page 1127 of 1560 E-1
EXHIBIT “E”

CITY OF MENIFEE
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (BANNER PARK II)

PAYMENT REQUEST FORM
CITY OF MENIFEE CFD NO. 2024-1 (BANNER PARK II) – OTHER FACILITIES ACCOUNT

OF THE IMPROVEMENT FUND
City of Menifee (“City”), Eastern Municipal Water District (“EMWD”) and _______________ (“Developer”) are parties to the Joint Community Facilities Agreement, dated as of __________ (the “EMWD JCFA”). Capitalized undefined terms used herein shall have the meanings ascribed thereto in the EMWD JCFA. Pursuant to the EMWD JCFA, Developer hereby requests approval of the acquisition price of the Acquisition Facility(ies) described in Attachment A attached hereto. In connection with this Payment Request, Developer hereby represents and warrants to the EMWD as follows:
(a) The person executing this Payment Request is qualified to execute this Payment Request on behalf of Developer and knowledgeable as to the matters set forth herein. (b) The Acquisition Facility(ies) have been constructed in accordance with the Plans therefor, and in accordance with all applicable EMWD standards and the requirements of the EMWD JCFA.
(c) The true and correct Actual Cost of the Acquisition Facility(ies) is set forth in Attachment A.
(d) Developer has submitted or submits herewith to EMWD the contracts, invoices, receipts, worksheets and other evidence of Actual Costs that are in sufficient detail to allow the EMWD Representative to verify the Actual Cost of the Acquisition Facility(ies) for which payment is requested. (e) There are no liens, rights to lien or attachment upon, or claims affecting the right to receive the payment requested herein that have not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by operation of law. Copies of lien releases for all work for which payment is requested hereunder are attached hereto.

Developer hereby declares under penalty of perjury that the above representations and warranties are true and correct.

Developer hereby requests that the acquisition price be paid to the person or persons, in the amount set forth in Attachment B hereto.

DEVELOPER

PULTE HOME COMPANY, LLC,
a Michigan limited liability company
By: ____________________________
Its: _______________________________
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 19
Menifee Mayor and City Council August 7, 2024 Page 1128 of 1560 E-2

CONFIRMATION AND APPROVAL BY EMWD
EMWD has (a) confirmed that the Acquisition Facility(ies) described in Attachment A is complete and was constructed in accordance with the Plans therefor, and (b) reviewed, verified and approved the acquisition price of such Acquisition Facility(ies). Such Acquisition Facility(ies) is/are complete and the acquisition price therefor eligible for payment is $________. The amount to be paid and the payee(s) are described in Attachment B.

Date: AUTHORIZED REPRESENTATIVE OF
EMWD
By:_________________________________
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 20
Menifee Mayor and City Council August 7, 2024 Page 1129 of 1560 E-3

ATTACHMENT A
Acquisition Facility Actual Cost Acquisition Price*
Total Acquisition Price to be Paid:

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 21
Menifee Mayor and City Council August 7, 2024 Page 1130 of 1560 E-4

ATTACHMENT B

ACQUISITION PRICE PAYMENT INSTRUCTIONS
[Include name and address of payee and wire transfer instructions] Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 22
Menifee Mayor and City Council August 7, 2024 Page 1131 of 1560 COMMUNITY FACILITIES DISTRICT NO. 2024-1

OF THE CITY OF MENIFEE (BANNER PARK II)

JOINT COMMUNITY FACILITIES AND

SCHOOL FACILITIES MITIGATION AGREEMENT

THIS JOINT COMMUNITY FACILITIES AND SCHOOL FACILITIES MITIGATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2024, by and among the CITY OF MENIFEE, a general law city (the “City”), the MENIFEE UNION SCHOOL DISTRICT, a California public school district organized and operating pursuant to the applicable provisions of the California Education Code and the California Constitution (the “School District”), and PULTE HOME COMPANY, LLC, a Michigan limited liability company (the “Property Owner”).

R E C I T A L S:

A. Property Owner is the owner of certain real property (the “Property”) located within the boundaries of the City and School District, consisting of approximately one hundred eightytwo (182) lots on approximately eighty-one (81) gross acres within Tract Maps 37671-1, 37671-2 and 37671-F (the “Project”) and as more fully described in Exhibit “A” attached hereto.

B. The Project will require the payment to School District of all Mitigation Amounts (defined below) required to finance School Facilities (defined below). In lieu of the School Fees, the Mitigation Amount (as defined below) is expected to be paid to School District, in whole or in part, from Bond Proceeds (defined below) of the hereinafter described Community Facilities District (the “CFD”). The City Facilities, the Water District Facilities (each as defined below) and School Facilities are sometimes collectively referred to herein as the “Facilities.” C. Pursuant to Property Owner’s request, the City Council of the City, has formed or is in the process of forming the hereinafter described CFD pursuant to the Act to finance all or a portion of the Facilities. The City will have responsibility for the formation and administration of the CFD.

D. The City is authorized by Section 53313.5 of the Act to finance, by means of the CFD, the School Facilities. This Agreement constitutes a “joint community facilities agreement” (“JCFA”) within the meaning of Section 53316.2 of the Act by and among the City, School District and Property Owner, pursuant to which the CFD will be authorized to finance the School Facilities.

Pursuant to Section 53316.2(b) of the Act, a JCFA may be approved by two or more public agencies prior to the adoption of a resolution authorizing the issuance of bonds. As provided by Section 53316.6 of the Act, responsibility for constructing, maintaining and operating the City Facilities is the City’s to the extent set forth herein and responsibility for constructing, providing and operating the School Facilities is delegated to School District.

E. The provision of the City Facilities, the Water District Facilities and School Facilities is necessitated by the Project, and the Parties hereto find and determine that the residents of the City, School District and CFD will be benefited by the financing of the City Facilities and School Facilities, and that this Agreement is beneficial to the interests of such residents.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 1132 of 1560 2 ARTICLE I

GENERAL PROVISIONS
Section 1.1 Recitals.

The above recitals are true and correct and are hereby incorporated by this reference.

Section 1.2 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) “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, commencing with California Government Code Section 53311 et seq. (b) “Agreement” means this Joint Communities Facilities and School Facilities Mitigation Agreement.
(c) “Bond Proceeds” shall mean those net funds generated by the sale of the Bonds.
(d) “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.
(e) “Bonds” shall mean those bonds, or other securities, issued by, or on behalf of the CFD, as authorized by the qualified electors within the CFD. (f) “Certificates of Compliance” means those certificates issued by School District pursuant to Education Code Section 17620(b) to Property Owner certifying that Property Owner has paid the Deposit in order to obtain a building permit. (g) “CFD” means Community Facilities District No. 2024-1 of the City of Menifee (Banner Park II).
(h) “Deposits” shall mean all amounts advanced to School District by Property Owner prior to the issuance and sale of the Bonds and the funding of the School Fee Fund, as security for the future payment, with Bond Proceeds, of the Mitigation Amounts due in connection with Certificates of Compliance issued by School District for lots within the Project, pursuant to Section 2.2.
(i) “City Facilities” means certain City facilities including, but not limited to fire and safety facilities, street, storm, drainage and park facilities necessary to serve the Project. (j) “Disbursement Request” means a request for payment relating to School Facilities in the form attached hereto as Exhibit “B.”
(k) “Memorandum Agreement” means that Memorandum of Agreement dated August 18, 2005, between the School District and Diamond Brothers Five Partnership, LP recorded as Document No. 2005-0792915.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 2
Menifee Mayor and City Council August 7, 2024 Page 1133 of 1560 3 (i) “Mitigation Amounts” means for each single-family residential unit within the Project an amount of $3,500 (either with a cash payment, pursuant to Section 2.5, or with Bond Proceeds) pursuant to the Memorandum Agreement.
(j) “Party” or “Parties” shall mean any one or all of the parties to this Agreement and the CFD.
(k) “Rate and Method” means the individual Rate and Method of Apportionment of the Special Tax authorizing the levy and collection of special taxes pursuant to proceedings undertaken for the formation of the CFD pursuant to the Act. (l) “School Facilities” means those TK-8 school sites, preschool facilities, school facilities, 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 needed by School District, and also includes costs associated with the maintenance and operation of school facilities in accordance with the Act.
(m) “School Fee Fund” means the fund(s), account(s) or sub-account(s) 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 the School Facilities.
(n) “School Fees” means those school mitigation fees pursuant to Education Code Section 17620 and Government Code Sections 65995, 65995.5 and 65995.7 required to finance School Facilities.
(o) “State” means the State of California.
(p) “Special Taxes” means the special taxes authorized to be levied and collected pursuant to the Rate and Method.

ARTICLE II

FORMATION OF THE CFD AND ISSUANCE OF BONDS
Section 2.1 Formation of the CFD.

The City, pursuant to the written request of the Property Owner, initiated proceedings pursuant to the Act for the formation of the CFD, the authorization of the Special Taxes within the CFD and the authorization of Bonds on behalf of the CFD, with the qualified electors approving the levy of the Special Taxes and the sale of the Bonds.

Section 2.2 Mitigation Amount Deposits.

Subsequent to the execution of this Agreement and prior to School District’s receipt of Bond Proceeds, Property Owner may obtain Certificates of Compliance for lots within the Project by posting Deposits equivalent to the Mitigation Amount.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 3
Menifee Mayor and City Council August 7, 2024 Page 1134 of 1560 4 Deposits posted prior to the issuance of Bonds will be released to Property Owner upon the sale of Bonds to the extent the Mitigation Amounts for such lots have been satisfied by the deposit of Bond Proceeds in the School Fee Fund. After the issuance of the last series of Bonds (other than Bonds issued for refunding purposes only), to the extent that all Bond Proceeds deposited into the School Fee Fund are not sufficient to satisfy the Mitigation Amounts for all such lots, the portion of the Mitigation Amounts not satisfied with Bond Proceeds shall be retained from the Deposits and used by School District to construct School Facilities. (q) Issuance and Sale of Bonds.

The City Council of the City, acting as the legislative body of the CFD, may, in its sole discretion, in accordance with its adopted policies, adopt the Bond Resolution and issue the Bonds. Prior to the City Council of the City adopting the Bond Resolution, Property Owner shall notify School District of: i) the estimated issuance date for the Bonds and ii) the estimated amount of proceeds to be deposited in the School Fee Fund.
(r) Bond Proceeds.

In the event that the CFD is formed and Bonds are issued, the City, or the CFD (as may be applicable), and Property Owner and the City shall determine the amount of Bond Proceeds to be deposited into the School Fee Fund or any applicable accounts or subaccounts thereof. As Bond Proceeds are transferred to School District and reserved to fund School Facilities, Property Owner shall receive a credit in the amount transferred against the payment of the Mitigation Amounts. Nothing herein shall supersede the obligation of an owner of the Property to make Deposits or pay the Mitigation Amounts if required under Section 2.2 herein. The purpose of this Agreement is to provide a mechanism by which the CFD may levy Special Taxes and issue Bonds to provide a source of funds to finance School Facilities in lieu of the payment of the Mitigation Amounts. In the event that Bond Proceeds, including investment earnings thereon, are not available or sufficient to satisfy the obligation for the Mitigation Amounts for all lots in the Project, then Property Owner shall remain obligated to make Deposits or pay the Mitigation Amounts to School District as provided in Section 2.5 below.
(s) Mitigation Payment Credit Account.
i) After being notified by Property Owner that Bond Proceeds have been deposited into the School Fee Fund, School District will establish a credit account (“Credit Account”) for the number of units for which the Mitigation Amount is deemed satisfied. Such determination shall be made by dividing (A) the difference between (i) the amount of Bond Proceeds deposited in the School Fee Fund and (ii) the total of the Mitigation Amounts for all lots for which Deposits have been made based on the Mitigation Amount, divided by (B) the Mitigation Amount. ii) Once the Credit Account has been established, Property Owner may obtain Certificates of Compliance for lots within the Project by requesting that School District deduct from the Credit Account the Mitigation Amount for the unit for which the Certificate of Compliance is being sought. In the event that there is an insufficient balance in the Credit Account to cover a request for a Certificate of Compliance, Property Owner may only obtain a Certificate of Compliance by paying the remaining Mitigation Amount in cash.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 4
Menifee Mayor and City Council August 7, 2024 Page 1135 of 1560 5 (t) Disbursements for School Facilities.
(a) Bond Proceeds of the CFD designated for the funding of School Facilities shall be held by the CFD in the School Fee Fund which shall be invested by the City and earn and accumulate its own interest. All interest earnings on amounts in the School Fee Fund shall remain in the School Fee Fund and will be available for disbursement for the funding of School Facilities as described below.
(b) The City shall make disbursements from the School Fee Fund in accordance with the terms of this Agreement and neither the City nor the CFD shall be responsible to the School District for costs incurred by the School District as a result of withheld or delayed payments.
(c) The School District agrees that it will request a disbursement of Bond Proceeds only for costs related to the School Facilities that are eligible for financing under the Act. The School District agrees that prior to requesting payment from the CFD it shall review and approve all costs included in its request. In the event that the School District does not disburse any Bond Proceeds received for disbursement to third parties within five banking days of receipt, it will trace and remit to the CFD from which such Bond Proceeds were received all earnings, if any, earned by the School District in excess of the yield on the Bonds, from the date of receipt of such Bond Proceeds by the School District to the date of expenditure by the School District of such Bond Proceeds for capital costs of the School Facilities. Such remittance, if any, shall occur on the earlier of the date of expenditure of such Bond Proceeds or each anniversary date of the transfer of such Bond Proceeds from the CFD to the School District. The School District agrees that in processing the above disbursements it will comply with all legal requirements for the expenditure of Bond Proceeds under the Act and the Internal Revenue Code of 1986 and any amendments thereto. As a condition to receiving any proceeds of the Bonds, the School District agrees that it shall provide to the CFD a certificate confirming the representations contained in this Section 2.6 and such other matters as the CFD may reasonably request upon which the CFD and its bond counsel may rely in connection with the issuance of such Bonds and their conclusion that interest on such Bonds is not included in gross income for federal income tax purposes. (d) The School District agrees to maintain adequate internal controls over its payment function and to maintain accounting records in accordance with generally accepted accounting procedures. The School District will, upon request, provide to the CFD and the City its annual financial report certified by an independent certified public accountant and any other documents deemed necessary by the CFD and the City for purposes of calculating the CFD’s arbitrage rebate obligations. The CFD and the City shall have the right to conduct their own audit of the School District’s records related to the expenditure of the Bond Proceeds disbursed to the School District at reasonable times during normal business hours. (e) From time to time, the School District may submit a Disbursement Request along with adequate supporting documentation to the CFD, for the exact amount of Bond Proceeds to be disbursed to the School District or other payee as directed by the School District.

Upon receipt of an approved Disbursement Request completed in accordance with the terms of this Agreement, the City shall wire transfer (other otherwise pay) such portion of requested funds as are then available for release in the School Fee Fund pursuant to the documents pursuant to which the Bonds are issued to the School District’s bank account, as directed by the School District.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 5
Menifee Mayor and City Council August 7, 2024 Page 1136 of 1560 6 (f) If three (3) years following the issuance of the Bonds, amounts deposited into the School Fee Fund from proceeds of such Bonds have not been expended for federal tax law purposes, the CFD may in its sole discretion transfer such funds to such other account in the sole discretion of the CFD to be used to pay for the costs of eligible public facilities or to the redemption fund to redeem Bonds; provided, however that such funds may be retained in the School Fee Fund beyond such three-year period upon the written request of the School District, and delivery by the School District of an opinion of bond counsel that such extension will not affect the exclusion from gross income of interest on such Bonds issued on a tax-exempt basis. City shall provide School District with written notice at least six months prior to making any transfer pursuant to this Section 2.6(f).
(f) Responsibility for Mitigation Amounts.
(a) The Parties hereto acknowledge and agree that the final responsibility for the payment of the Mitigation Amounts not funded with Bond Proceeds lies with Property Owner. (b) If the amounts derived from Bond Proceeds for School Facilities deposited in the School Fee Fund, including investment earnings thereon, if any, are not sufficient to fund the total cost of the Mitigation Amounts, the Parties hereto agree that all responsibility and liability for the amount of such shortfall shall be and remain with Property Owner, and shall not lie with the CFD, School District, or the City.
(c) School District agrees to utilize or apply funds provided to it by the CFD, in accordance with the Act, the Local Agency Special Tax and Bond Accountability Act (described in Section 4.1 hereof), the requirements of federal tax law compliance with which is necessary in order for interest on the Bonds to be excluded from the gross income of the recipients for federal income tax purposes and other applicable law, and as set forth herein. (d) School District shall indemnify, defend, and hold harmless, the City, CFD and Property Owner, their respective officers, employees and agents, and each and every one of them from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of or resulting from the violation by School District of any of the terms of this Agreement of the design, engineering, and construction of the School Facilities and any other facilities constructed with the proceeds of the Mitigation Amounts.
(g) Mitigation of School Fee Obligations of Project.

Property Owner and School District agree that payment of the Mitigation Amount to School District with respect to any lot within the Project, whether with CFD Bond Proceeds or otherwise, shall constitute full mitigation of the obligations due to School District in connection with the issuance of a Certificate of Compliance with respect to such lot.

School District shall have no obligation, responsibility, or authority with respect to the issuance and sale of the Bonds, the availability of Bond Proceeds to finance the construction of School Facilities, the payment of the principal and interest on the Bonds, or for the levy of the Special Taxes to provide for the payment of principal and interest thereon. The City shall have the sole authority and responsibility for all such matters.

The Parties hereto specifically agree that, except as otherwise provided for in Section 2.4, the liabilities of the CFD, including liabilities, if any, of the City pursuant to the documents providing Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 6
Menifee Mayor and City Council August 7, 2024 Page 1137 of 1560 7 for the issuance of Bonds, including the Bond Resolution, shall not be or become liabilities of School District.
(g) Waiver of State and Local Funding Credits and Right to Protest.

In consideration of School District’s agreement with respect to the Project to accept the Mitigation Amounts as full mitigation of the impact of the students generated by the Project upon the School Facilities, and provided School District does not breach such agreement, Property Owner agrees to waive all past, present and future credit against, or fair share reduction in, Mitigation Amounts based upon State matching funding provided to School District or the proceeds from a District-wide special tax or general obligation bond authorization, or School Facilities Improvement District (“SFID”) bond authorization for school facilities. In addition, Property Owner knowingly waives its right of protest as may be afforded by Government Code Section 66020 or any other provision of law, so long as School District is not in breach of this Agreement.
(h) Property Owner Advance.

Property Owner has deposited with School District the amount of Fifteen Thousand Dollars ($15,000.00) to be used to advance fund School District’s costs in entering into and administering the terms of this Agreement. Such advance by Property Owner may be reimbursed, subject to the approval of the City, from the proceeds of the sale of the Bonds, but under no circumstances shall School District be obligated to pay Property Owner from any other source of funds. Should this Agreement not be approved for any reason, any remaining balance of the amounts advanced by Property Owner pursuant to this Section shall be refunded to Property Owner within ten (10) business days after School District is notified that this Agreement will not be approved. (i) Administration of the CFD.

The City shall have the power and duty to provide for the administration of the CFD, subject to the terms hereof and the Bond Resolution, including employing and compensating all consultants and providing for the various other administration duties set forth in this Agreement.

It is understood and agreed by Parties hereto that School District was not or will not be considered a participant in the proceedings relative to formation of the CFD or the issuance of the Bonds, other than as set forth in this Agreement.

ARTICLE III

TERM AND TERMINATION
Section 3.1 Effective Date.

This Agreement shall become effective and of full force and effect as of the date (“Effective Date”) it is approved and executed by the Governing Board of School District, by Property Owner and the City Council of the City, to be confirmed by the execution hereof by the authorized representatives of the Parties hereto.

Section 3.2 Termination.

If the CFD is unable to complete the sale of the first series of Bonds prior to 24 months after the final Certificate of Compliance is issued for the Project, any obligation of the Parties, if any, to finance all or any portion of the Mitigation Amounts with CFD Bond Proceeds pursuant to Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 7
Menifee Mayor and City Council August 7, 2024 Page 1138 of 1560 8 this Agreement shall automatically terminate and be of no further force or effect unless amended by the Parties. If this Agreement is terminated pursuant to the foregoing, School District shall retain all Deposits in satisfaction of the Mitigation Amount obligations related to the lots within the Project for which Certificates of Compliance were issued.

ARTICLE IV

ADDITIONAL GENERAL PROVISIONS
Section 4.1 Recordkeeping; Inspection of Records.

School District hereby agrees to keep and maintain full and accurate records of all amounts, if any, paid to School District for Mitigation Amounts and investment earnings thereon and the City or the CFD, or the Fiscal Agent on their behalf, hereby agrees to keep and maintain full and accurate records of all amounts, and investment earnings, if any, disbursed to School District from the School Fee Fund. Each Party further agrees to make such records available to any other Party hereto, including Property Owner, during normal business hours upon reasonable prior notice. All such records shall be kept and maintained by the appropriate Party as provided by applicable law and their respective policies. School District and Property Owner agree that they will cooperate with the CFD and the City in providing documentation, reports or other data reasonably required and requested by the City or the CFD in meeting the reporting requirements of the CFD under Sections 50075.1, 50075.3, and 50075.5 and Article 1.5 (commencing with Section 53410) of Chapter 3 of Part 1 of Division 2 of Title 5 of, the Government Code (collectively, the “Local Agency Special Tax and Bond Accountability Act”). School District’s reporting obligations pursuant to this Section shall be limited to providing reports or other data detailing the following: (A) the amount of CFD funds received by School District to fund School Facilities, (B) the amount of such CFD funds deposited in separate funds or accounts of School District reflecting Mitigation Amounts and the number of dwelling units for which such Mitigation Amounts apply, and (C) School Facilities that have been acquired or constructed, in whole or in part, with CFD funds. School District’s reporting obligation shall terminate when all CFD funds have been disbursed from the School Fee Fund, or from any account or subaccount thereof that has been allocated Bond Proceeds to finance Mitigation Amounts, and School District has provided to the City a report for the last disbursement received by School District. If no CFD funds have been received by School District or used to finance School Facilities since the previous report, no report shall be required and the City may rely upon the previous reports.

Section 4.2 Partial Invalidity.

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.

Section 4.3 Successors and Assigns.

Property Owner may assign its rights pursuant to this Agreement to a purchaser of the Property, or any portion thereof, and such purchaser and assignee shall assume the obligations of Property Owner pursuant to this Agreement and to be bound thereby. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 8
Menifee Mayor and City Council August 7, 2024 Page 1139 of 1560 9 (j) Notice.

Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any Party or other person shall be deemed to have been received when personally delivered or upon deposit of the same in the United States Post Office registered or certified, postage prepaid, addressed as follows:

City: City of Menifee
29844 Haun Road
Menifee, CA 92586
Attention: City Manager
With a copy to: Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Attn: Brian Forbath, Esq.

School District: Menifee Union School District
29775 Haun Road
Menifee, CA 92586
Attention: Assistant Superintendent, Business Services
With a copy to: Fagen Friedman & Fulfrost LLP
1525 Faraday Avenue, Suite 300
Carlsbad, CA 92008
Attention: Kelley Owens, Esq.

Property Owner: Pulte Home Company, LLC
27401 Los Altos, Suite 400
Mission Viejo, CA 92691
Attention: Darren Warren
With a Copy to: O’Neil LLP
19900 MacArthur Blvd, Suite 1050
Irvine, CA 92612
Attention: Sandra Galle
Each Party can change its address for delivery of notice by delivering written notice of such change or address to the other Parties within ten (10) calendar days prior to such change. (k) Captions.

The captions to Sections used herein are for convenience purposes only and are not part of this Agreement.
(l) Governing Law.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California applicable to contracts made and performed in said State.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 9
Menifee Mayor and City Council August 7, 2024 Page 1140 of 1560 10 (m) Entire Agreement.

This Agreement contains the entire 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. (n) Amendments.

This Agreement may be amended or modified only in writing executed by the authorized representative(s) of each of the Parties hereto.
(o) Waiver.

The failure of any Party hereto to insist on compliance within any of the terms, covenants or conditions of this Agreement by any other Party hereto, shall not be deemed a waiver of such terms, covenants or conditions of this Agreement by such other Party, nor shall any waiver constitute a relinquishment of any other right or power for all or any other times. (p) Cooperation and Execution of Documents.

The Parties hereto agree to complete and execute any further or additional documents which may be necessary to complete or further the terms of this Agreement. (q) Attorneys’ Fees.

In the event of the bringing of any action or suit by any Party against any other Party arising out of this Agreement, the Party in whose favor final judgment shall be entered shall be entitled to recover from the losing Party all costs and expenses of suit, including reasonable attorneys’ fees.
(r) Exhibits.

The following exhibits attached hereto are incorporated into this Agreement by reference.

Exhibit Description
“A” Property Description
“B” Disbursement Request Form
(s) Signatories.

The signatories hereto represent that they have been appropriately authorized to enter into this Agreement on behalf of the Party for whom they sign. (t) Execution in Counterparts.

This Agreement may be executed in counterparts, electronic or otherwise, each of which shall be deemed an original.
[Signatures on following page.]
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 10
Menifee Mayor and City Council August 7, 2024 Page 1141 of 1560 11 IN WITNESS WHEREOF, the Parties hereto have executed this Joint Community Facilities and School Facilities Mitigation Agreement as of the day and year written above.

CITY OF MENIFEE, a political subdivision of the
State of California
By:

City Manager
ATTEST:

By:

Stephanie Roseen, Acting City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY OF THE CITY OF MENIFEE
By:

Jeffrey T. Melching, City Attorney
Property Owner: PULTE HOMES COMPANY, LLC,
a Michigan limited liability company

By:__________________________________
Its: Authorized Signatory
MENIFEE UNION SCHOOL DISTRICT, a California
public school district
By_________________________________
President of the Board of Education
of the Menifee Union School District
ATTEST:

By_________________________________
Clerk of the Board of Education of
the Menifee Union School District
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 11
Menifee Mayor and City Council August 7, 2024 Page 1142 of 1560 A-1
EXHIBIT “A”

PROPERTY DESCRIPTION
Real property in the City of Menifee, County of Riverside, State of California, described as follows:

PARCEL 1 OF PARCEL MAP 38627, IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 257, PAGES 98 THROUGH 102, INCLUSIVE, OF PARCEL MAPS, RECORDED AS DOCUMENT NO. 2024-0058006 ON MARCH 1, 2024, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 12
Menifee Mayor and City Council August 7, 2024 Page 1143 of 1560 B-1
EXHIBIT “B”

DISBURSEMENT REQUEST FORM

1. Community Facilities District No. 2024-1 of the City of Menifee (Banner Park II) (“CFD No. 2024-1”) is hereby requested to pay from the School Fee Fund, or any applicable account or subaccount thereof, established by CFD No. 2024-1 in connection with its Special Tax Bonds (the “Bonds”) to Menifee Union School District (“MUSD”), as payee, the sum set forth below:
$________________ (the “Requested Amount”)

2. The Requested Amount is due and payable, has not formed the basis of any prior request or disbursement and is being made with respect to the obligation of the Property to pay Mitigation Amounts to MUSD.

3. The Requested Amount is authorized and payable pursuant to the terms of that certain Joint Community Facilities Agreement, dated as of __________, 2024, by and among the City of Menifee, Menifee Union School District, and Pulte Home Company, LLC, a Michigan limited liability company (the “JCFA”).

4. Capitalized undefined terms used herein shall have the meanings ascribed to them in the JCFA.

Date: _______________________________ MENIFEE UNION SCHOOL DISTRICT, a California public school district
By: _________________________________
_________________________________
Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 13
Menifee Mayor and City Council August 7, 2024 Page 1144 of 1560 Item Title: 11.3
Ordinance Introduction and Formation of Community Facilities District No. 2024-1, Banner Park II by Pulte Home Company, LLC
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 1145 of 1560

CITY OF MENIFEE
SUBJECT: Ordinance Introduction and Formation of Community Facilities District No. 2024-2, Golden Meadows by Golden Meadowland, LLC and Golden Hill Country, LLC
MEETING DATE: August 7, 2024
TO: Mayor and City Council
PREPARED BY: Lauri Lockwood, Financial Analyst
REVIEWED BY: Travis Hickey, Chief Financial Officer
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------

RECOMMENDED ACTION

1. Adopt a resolution establishing Community Facilities District No. 2024-2, Golden Meadows (“CFD 2024-2”), located southeast of Evans Road and Garbani Road, and calling an election; and

2. Adopt a resolution determining the necessity to incur bonded indebtedness in an amount not to exceed $7,000,000 for each of Improvement Area Nos. 1, 2, and 3, and $13,000,000 for Improvement Area No. 4 for CFD No. 2024-2; and

3. Adopt a resolution certifying the election results for CFD No. 2024-2; and

4. Introduce an ordinance authorizing the levy of special taxes within CFD No. 2024-2.

DISCUSSION
On June 19, 2024, the City Council adopted Resolution No. 24-1449 (the “Resolution of Intention”), declaring its intent to commence the formation of CFD No. 2024-2 and the designation of Improvement Area No. 1, Improvement Area No. 2, Improvement Area No. 3, and Improvement Area No. 4 within. The next step in the proceedings is to hold a public hearing to conduct an election in each of the four Improvement Areas and to declare the results of those elections.

Golden Meadowland, LLC and Golden Hill Country, LLC (together, the “Developer”), is proposing to develop a residential community of 552 homes on approximately 195 gross acres located southeast of Evans Road and Garbani Road in the City of Menifee. The Developer has requested that the City form CFD No. 2024-2 and Improvement Area No. 1, Improvement Area No. 2, Item Title: 11.4
Ordinance Introduction and Formation of Community Facilities District No. 2024-2, Golden Meadows by Golden Meadowland, LLC and Golden Hill Country, LLC
Item Page Number: 1
Menifee Mayor and City Council August 7, 2024 Page 1146 of 1560 City of Menifee Staff Report
Ordinance Introduction and Formation of CFD No. 2024-2, Golden Meadows August 7, 2024