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. The foregoing shall not apply to the Utility Undergrounding.
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 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 or Special Taxes, the amounts paid to the City shall be deemed to be deposits (each a n accordance with this Agreement.
The City shall place each Deposit in a capital facilities account(s). If the Developer has made any Deposits to the City, then following deposit of Bond proceeds or Special Taxes 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.
Item Title: 12.1
Issuance of Special Tax Bonds for Improvement Area 1 of Community Facilities District 2022-3, Legado
Item Page Number: 370
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May 6, 2026
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Bond proceeds and Special Taxes 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. For any City Fees that are prepaid (i.e., no Deposits were previously made for such City Fees) by Bond proceeds or Special Taxes, the owner of the property for which the City Fees were prepaid shall be provided a credit against the payment of such City Fees when those City Fees would otherwise be due.
Any Deposits that have not been returned to the Developer at the time it is determined that there will be no further Special Taxes or 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 attached hereto. The amounts deposited in the applicable Miscellaneous Improvement Account(s), if any, will be disbursed for the acquisition or construction of Miscellaneous Improvements in accordance with the provisions in the applicable Joint Community Facilities Agreement. Any amounts in the applicable Miscellaneous submittal of a payment request which w
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 damages, claims, losses or expenses of every type and description to which they may be subject or put, 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 resulting from the operations of Developer and its contractors; provided, however that Developer shall not be required to assume the defense or indemnify and save harmless any Indemnified Party as to actions, damages, claims, losses or expenses resulting from the breach of this Agreement, the negligence or willful misconduct of such Indemnified Party or their officers, agents, consultants or employees.
Item Title: 12.1
Issuance of Special Tax Bonds for Improvement Area 1 of Community Facilities District 2022-3, Legado
Item Page Number: 371
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May 6, 2026
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21. Insurance Requirements. For City Improvements bid after the effective date of this Agreement, neither the Developer nor its contractor shall commence work on such City Improvement under this Agreement prior to obtaining insurance with a company or companies acceptable to the City, until all insurance required of the subcontractor has been obtained.
The Developer shall during the life of this Agreement, notify the City 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 which may affect the limits of the required coverage, as soon as is reasonable and practical.
22. Conflict With Other Agreements. Except as specifically provided herein, nothing contained herein shall be construed as releasing Developer from any condition of development or requirement imposed by any other agreement with City. In the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by City.
23. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either Party shall be deemed to have been received when personally delivered or seventy-two (72) hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid. Any notice to the Community Facilities District or the City shall be addressed to City of Menifee, 29844 Haun Road, Menifee, CA 92530, Attention:
Assistant City Manager. Any notice to Developer shall be addressed to Lennar Homes of California, LLC, 980 Montecito Drive Suite 300, Corona, CA 92879, Attention: Geoffrey Smith.
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.
(b) The City may inspect City Improvements and process Disbursement Request Forms even if funds from the proceeds of Bonds or Special Taxes available at the time of such inspection and processing do not exist or are not then sufficient to satisfy the Disbursement Request in full.
(c) 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 or Special Taxes available at the time of such conveyance and acceptance do not exist or are not then sufficient to satisfy the Disbursement Request in full.
Item Title: 12.1
Issuance of Special Tax Bonds for Improvement Area 1 of Community Facilities District 2022-3, Legado
Item Page Number: 372
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(d) 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 or Special Taxes become available.
(e)
before the availability of funds from the proceeds of Bonds and Special Taxes to acquire the City Improvements is not and
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 or Special Taxes, 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.
(b) 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.
(c) The reimbursement of such Deposits pursuant to Section 16 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.
(d)
funds to reimburse the Developer is not, and shall not be right to reimbursement of such Deposits pursuant to this Agreement.
25. General Provisions.
(a) 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.
(b) Amendment. This Agreement may be amended at any time but only in writing signed by each Party hereto.
(c) 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 ist and demand strict compliance by such other Parties
with the terms of this Agreement thereafter. This Agreement shall be binding upon, and enforceable Item Title: 12.1
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by and against the Community Facilities District upon the establishment of the Community Facilities District.
(d) Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference.
(e) 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.
(f) 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 t
strict compliance by such other Parties with the terms of this Agreement thereafter. (g) 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.
(h) 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. (i) Assignment. Developer may assign all or any of its rights pursuant to this Agreement to a purchaser of all or any portion of the 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 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. (j) 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. (k) 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. (l) 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 during such ten year period 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 Item Title: 12.1
Issuance of Special Tax Bonds for Improvement Area 1 of Community Facilities District 2022-3, Legado
Item Page Number: 374
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May 6, 2026
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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. (m) . 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 or advice in such action or proceeding. In addition to the foregoing, the prevailing Party shall be -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. (n) 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: 12.1
Issuance of Special Tax Bonds for Improvement Area 1 of Community Facilities District 2022-3, Legado
Item Page Number: 375
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May 6, 2026
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written below.
DATED: June 7, 2023
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
LENNAR HOMES OF CALIFORNIA, LLC,
A California limited liability company
By:
Name:
Title:
Item Title: 12.1
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Item Page Number: 376
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May 6, 2026
Page
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Item Title: 12.1
Issuance of Special Tax Bonds for Improvement Area 1 of Community Facilities District 2022-3, Legado Item Page Number: 377
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May 6, 2026
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4879-5200-2131v6/200299-0015
LIST OF EXHIBITS
EXHIBIT A - DESCRIPTION OF PROPERTY
EXHIBIT B - DESCRIPTION OF COST ESTIMATES
EXHIBIT C - MISCELLANEOUS IMPROVEMENTS
EXHIBIT D - DISBURSEMENT REQUEST FORM
Item Title: 12.1
Issuance of Special Tax Bonds for Improvement Area 1 of Community Facilities District 2022-3, Legado
Item Page Number: 378
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May 6, 2026
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A-1
4879-5200-2131v6/200299-0015
EXHIBIT A
DESCRIPTION OF PROPERTY
Item Title: 12.1
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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
(As further described in condition 81 of the conditions of development) Description Estimated Cost
Law Enforcement $ 423,950
Fire Facilities 197,335
Circulation 2,162,450
General Government 358,680
Storm Drainage 581,330
Parks Land Acquisition 525,515
Fiscal Impact Mitigation City Facilities 3,906,674
City Facilities 849,825
Total City Fees Facility Improvements $ 9,005,786
II. CITY IMPROVEMENTS.
Those facilities constructed by or on behalf of the Developer and needed by City in order to provide services to the Property, including the following:
Estimated Cost of the City Improvements
Description Estimated Cost
City Street Improvements $ 1,495,000
Overhead Electrical Utility Undergrounding 1,440,000
Total City Improvements $ 2,935,000
(1) Amounts set forth in this Exhibit B are estimates only and such amounts shall not limit the funding of the Actual Costs of such improvements. The Acquisition Price will be funded with Bond proceeds and Special Taxes.
Item Title: 12.1
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C-1
4879-5200-2131v6/200299-0015
EXHIBIT C
DESCRIPTION OF THE MISCELLANEOUS IMPROVEMENT(1)
Water District facilities included in the W
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 $ 1,034,225
Sewer Treatment Plant Capacity Charge 1,960,540
Water Financial Participation Charge 2,206,675
Water Supply Development Fee 119,560
149,820
Irrigation Meter Fees 114,985
Total Estimated Water District Facilities Fees $ 5,585,835
fee programs used to finance Menifee School District Improvements, in approximately the following amount:
Estimated Cost of the Menifee School District Improvements Description Estimated Cost
Menifee Union School District Fees $2,708,812
(1) Amounts set forth in this Exhibit C are estimates only and such amounts shall not limit the funding of the actual costs of such improvements as set forth in the applicable JCFA. The Acquisition Price will be funded with Bond proceeds and Special Taxes.
Item Title: 12.1
Issuance of Special Tax Bonds for Improvement Area 1 of Community Facilities District 2022-3, Legado
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May 6, 2026
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D-1
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EXHIBIT D
CFD NO. 2023-1 (ROCKPORT RANCH) OF THE CITY OF MENIFEE
DISBURSEMENT REQUEST FORM
1. Community Facilities District No. 2023-1 (Rockport Ranch) of City of Menifee (the ________________________ Account, or any applicable
account or sub-account thereof, established by the CFD in connection with its 2023 Special Tax Bonds
2. The Requested Amount represents the payment of City Fees for ___ lot(s) within the
(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 pursuant to the wiring instructions attached hereto.
5. The Requested Amount is authorized and payable pursuant to the terms of the certain Acqu
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: 12.1
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D-2
4879-5200-2131v6/200299-0015
Dated: DEVELOPER:
LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company
By:
Name:
Title:
Dated: CITY OF MENIFEE
By:
Its:
[ATTACH WIRING INSTRUCTIONS]
Item Title: 12.1
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Item Title: 12.1
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